Common use of Distributions Other than Spin-Offs Clause in Contracts

Distributions Other than Spin-Offs. If the Issuer distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Issuer, or rights, options or warrants to acquire Capital Stock of the Issuer or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(i) or 2.8(d)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f); (d) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser on the Ex-Dividend Date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser would have received if such Purchaser had owned, on such Ex-Dividend Date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a1) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate Price is required (or would be required without regard to Section 5(f)(iv)) pursuant to Section 2.8(d)(i5(a) or 2.8(d)(iiSection 5(b); (b2) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate Price is required (or would be required without regard to Section 5(f)(iv)) pursuant to Section 2.8(d)(iv5(d); (c3) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5(f)(iii);; or (d4) Spin-Offs for which an adjustment to the Conversion Rate Price is required (or would be required without regard to Section 5(f)(iv)) pursuant to Section 2.8(d)(iii)(25(c)(ii); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v) will apply; and (f5) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5(g) will apply, then the Conversion Rate Price will be increased decreased based on the following formula: CP1 = CP0 × SP – FMV where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 CP1 = the Conversion Rate Price in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsCompany in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion RatePrice, each Purchaser will receivethe Holder will, for each $1,000 principal amount of Notes (includingto the extent possible, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser on the Ex-Dividend Date for participate in such distribution, at the same time and on the same terms as holders of Common StockStock and without converting any Notes, as if the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser would have received if such Purchaser had ownedHolder held, on the record date for such Ex-Dividend Datedistribution, a number of Conversion Shares that would have been issuable upon conversion of the total outstanding principal amount of Notes held by the Holder as of such record date assuming such outstanding principal amount were converted with a Conversion Date occurring on such record date (provided, however, to the extent that the Holder’s right to participate in any such distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such distribution to such extent (or beneficial ownership of such shares of Common Stock equal as a result of such distribution to such extent) and such distribution to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). In no event will any adjustment pursuant to this Section 5(c)(i) result in an upward adjustment to the Conversion Rate in effect on such Ex-Dividend DatePrice except pursuant to the immediately following paragraph. To the extent such distribution is not so paid or made, or such rights, options or warrants are not exercised before their expiration (including as a result of being redeemed or terminated), the Conversion Rate Price will be readjusted to the Conversion Rate Price that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paidpaid or on the basis of the distribution of only such rights, options or warrants, if any, that were actually exercised, if at all.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common StockOrdinary Shares, excluding: (a) dividends, distributions, rights, options or warrants (including Ordinary Share splits) for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder shareholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common StockOrdinary Shares, as to which Section 2.8(d)(v5.05(A)(v) will apply; and (f) a distribution solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsCompany in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock Ordinary Share pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common StockOrdinary Shares, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: : (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); ; (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); ; (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); ; (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); ; (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and and (f) a distribution solely pursuant to a Common Stock Change - 92 - Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: FMVSP SP CRCR   01 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsCompany in good faith and in a commercially reasonable manner), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common StockStock (and without having to convert its Notes), the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Borrower distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerBorrower, or rights, options or warrants to acquire Capital Stock of the Issuer Borrower or other securities, to all or substantially all holders of the Common Stock, excluding: (a1) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(i4(c)(i)(A) or 2.8(d)(iiSection 4(c)(i)(B); (b2) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iv4(c)(i)(E); (c3) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f4(c)(vi); (d4) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iii)(24(c)(i)(D); (e5) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v4(c)(i)(F) will apply; and (f6) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 4(g) will apply, ; then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser the Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) 1 Principal Amount held by such Purchaser the Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser the Holder would have received if such Purchaser the Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or - 51 - property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: : (au) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); ; (bv) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); ; (cw) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); ; (dx) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); ; (ey) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and and (fz) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: FMVSP SP CRCR − = 01 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If FMV is equal to or greater than SP, then, Company in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser on the Ex-Dividend Date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser would have received if such Purchaser had owned, on such Ex-Dividend Date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.good

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Parent distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerParent, or rights, options or warrants to acquire Capital Stock of the Issuer Parent or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Exchange Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Exchange Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Exchange Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Exchange Rate will be increased based on the following formula: where: CR0 = the Conversion Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board Parent’s board of Directorsdirectors or a committee thereof), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Exchange Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Exchange Rate in effect on such Ex-Dividend Daterecord date. For the avoidance of doubt, each adjustment to the Exchange Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective at the time set forth in the preceding definition of CR1. To the extent such distribution is not so paid or made, the Conversion Exchange Rate will be readjusted to the Conversion Exchange Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or - 50 - property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: : (au) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); ; (bv) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required assuming the Dividend Threshold were zero and without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); ; (cw) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); ; (dx) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); ; (ey) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and and (fz) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: FMVSP SP CRCR   01 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If FMV is equal to or greater than SP, then, Company in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser on the Ex-Dividend Date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser would have received if such Purchaser had owned, on such Ex-Dividend Date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.good faith

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: : (au) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(iiSection 5.05(A)(ii); ; ACTIVE/106960961.1 46 (bv) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); ; (cw) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); ; (dx) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); ; (ey) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and and (fz) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.FMVSP SP CRCR − = 01

Distributions Other than Spin-Offs. If the Issuer distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Issuer, or rights, options or warrants to acquire Capital Stock of the Issuer or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(i) or 2.8(d)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f); (d) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 will apply, then the Conversion Rate will be increased based on the following formula: where: ASIA-DOCS\12847562.6 DRAFT 076267-0001 CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser on the Ex-Dividend Date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser would have received if such Purchaser had owned, on such Ex-Dividend Date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital StockEquity Interests, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock Equity Interests of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(i5.06(A)(i) or 2.8(d)(ii5.06(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iv5.06(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.06(E); (d) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 2.8(d)(iii)(25.06(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v) will apply; and (fe) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.08 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsDirectors in good faith), as of such Ex-Dividend Date, of the shares of Capital StockEquity Interests, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital StockEquity Interests, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. Any adjustments of the Conversion Date pursuant to this Section 5.06(A)(iii)(1) will become effective as of the time set forth in CR1, above. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder shareholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A)(v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x SP where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsCompany in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase . For the avoidance of doubt, each adjustment to the Conversion Rate made under the portion of pursuant to this Section 2.8(d)(iiiclause (iii)(1) above shall will become effective immediately after at the Open time set forth in the definition of Business on the Ex-Dividend Date for such distributionCR1 above. If However, if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Record Date for such distribution, at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Record Date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Record Date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid. For purposes of this Section 5.05(A)(iii)(1) (and subject to Section 5.05(F)), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (x) are deemed to be transferred with such Common Stock; (y) are not exercisable; and (z) are also issued in respect of future issuances of Common Stock, will be deemed not to have been distributed for purposes of this Section 5.05(A)(iii)(1) (and no adjustment to the Conversion Rate under this Section 5.05(A)(iii)(1) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants will be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate will be made pursuant to this Section 5.05(A)(iii)(1). If any such right, option or warrant, including any such existing rights, options or warrants distributed before the Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event will be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case, the existing rights, options or warrants will be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(1) was made, (x) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (I) the Conversion Rate will be readjusted as if such rights, options or warrants had not been issued; and (II) the Conversion Rate will then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase; and (y) in the case of such rights, options or warrants that have expired or been terminated without exercise by any holders thereof, the Conversion Rate will be readjusted as if such rights, options and warrants had not been issued. Neither the Trustee nor the Conversion Agent will be responsible for determining whether any event contemplated by this Section 5.05(A)(iii)(1) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in this Section 5.05(A)(iii)(1) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent promptly after the occurrence of any such event or at such other times as shall be provided for in this Section 5.05(A)(iii)(1).

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.10) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.10) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(E); (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.10) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 2.8(d)(v5.05(A) (v) will apply; and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors)value, as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants to acquire capital stock or other securities distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants to acquire capital stock or other securities that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(1) will become effective at the time set forth in the definition of CR1 above. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common StockOrdinary Shares, excluding: (a) dividends, distributions, rights, options or warrants (including Ordinary Share splits) for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(ii5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder shareholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer or exchange offer for shares of Common StockOrdinary Shares, as to which Section 2.8(d)(v5.05(A)(v) will apply; and (f) a distribution solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × SP where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of DirectorsCompany in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock Ordinary Share pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common StockOrdinary Shares, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Issuer Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the IssuerCompany, or rights, options or warrants to acquire Capital Stock of the Issuer Company or other securities, to all or substantially all holders of the Common Stock, excluding: (a) dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(i5.05(A)(i) or 2.8(d)(iiSection 5.05(A)(ii); (b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iv5.05(A)(iv); (c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 2.8(f5.05(F); (d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 2.8(d)(iii)(25.05(A)(iii)(2); (e) a distribution solely pursuant to a tender offer Tender Offer or exchange offer Exchange Offer for shares of Common Stock, as Stock pursuant to which Section 2.8(d)(v) will apply5.05(A)(v); and (f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 2.11 5.09 will apply, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × SP where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution; Any increase made under the portion of this Section 2.8(d)(iii) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Purchaser Holder will receive, for each $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Purchaser Holder on the Ex-Dividend Date record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Purchaser Holder would have received if such Purchaser Holder had owned, on such Ex-Dividend Daterecord date, a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Dividend Daterecord date. To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid. For purposes of this Section 5.05(A)(iii)(1) (and subject to Section 5.05(F)), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (x) are deemed to be transferred with such Common Stock; (y) are not exercisable; and (z) are also issued in respect of future issuances of Common Stock, will be deemed not to have been distributed for purposes of this Section 5.05(A)(iii)(1) (and no adjustment to the Conversion Rate under this Section 5.05(A)(iii)(1) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants will be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate will be made pursuant to this Section 5.05(A)(iii)(1). If any such right, option or warrant, including any such existing rights, options or warrants distributed before the Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event will be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case, the existing rights, options or warrants will be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate pursuant to this Section 5.05(A)(iii)(1) was made, (x) in the case of any such rights, options or warrants that have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (I) the Conversion Rate will be readjusted as if such rights, options or warrants had not been issued; and (II) the Conversion Rate will then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase; and (y) in the case of such rights, options or warrants that have expired or been terminated without exercise by any holders thereof, the Conversion Rate will be readjusted as if such rights, options and warrants had not been issued.