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

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (I) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(1) or 5(e)(i)(2); (II) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(4); (III) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi); (IV) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(3)(B); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply; and (VI) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = 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 Company 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; provided, however, that, if FMV is equal to or greater than P, then, in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlement, each Holder will receive, for each Warrant held by such Holder on the 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 Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such distribution is not so paid or made, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (I) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement number of Underlying Shares is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(1) or 5(e)(i)(2); (II) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement number of Underlying Shares is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(4); (III) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi); (IV) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement number of Underlying Shares is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(3)(B); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply; and (VI) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6): where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = 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 of the Company 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; provided, however, that, if FMV is equal to or greater than P, then, in lieu of the foregoing adjustments adjustment to the Strike Price (and the Warrant Entitlementcorresponding adjustment to the number of Underlying Shares pursuant to Section 5(e)(i)(6), each Holder will receive, for each Warrant held by such Holder on the 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 Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the number of Underlying Shares of such Warrant Entitlement in effect on as of such Record Date. To the extent such distribution is not so paid or made, each of the Strike Price and the Warrant Entitlement number of Underlying Shares will be readjusted to the Strike Price and the Warrant Entitlementnumber of Underlying Shares, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (I) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii5(g)(iii)) pursuant to Section 5(e)(i)(15(g)(i)(1) or 5(e)(i)(25(g)(i)(2); (II) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii5(g)(iii)) pursuant to Section 5(e)(i)(45(g)(i)(4); (III) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5(g)(vi); (IV) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii5(g)(iii)) pursuant to Section 5(e)(i)(3)(B5(g)(i)(3)(B); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55(g)(i)(5) will apply; and (VI) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g5(j) will apply, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(g)(i)(6)): where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = 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 Company 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; provided, however, that, if FMV is equal to or greater than P, then, in lieu of the foregoing adjustments adjustment to the Strike Price (and the corresponding adjustment to the number of Underlying Shares of each Warrant Entitlementpursuant to Section 5(g)(i)(6)), each Holder will receive, for each Warrant held by such Holder on the 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 Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the number of Underlying Shares of such Warrant Entitlement in effect as of on such Record Date. To the extent such distribution is not so paid or made, each of the Strike Price and the number of Underlying Shares of each Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlementnumber of Underlying Shares, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company Corporation distributes shares of its Capital Stock, evidences of the CompanyCorporation’s indebtedness or other assets or property of the CompanyCorporation, or rights, options or warrants to acquire the CompanyCorporation’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (Ii) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Conversion Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(111(d)(i)(1) or 5(e)(i)(2Section 11(d)(i)(2); (II) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(4); (IIIii) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi11(d)(iii); (IViii) Spin-Offs for which an adjustment to the Strike Conversion Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(3)(B11(d)(i)(4)(B); (Viv) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(511(d)(i)(2) will apply; and (VIv) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g11(g) will apply, then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted decreased based on the following formulasformula: where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open Close of Business on the Ex-Dividend Record Date for such distribution; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open Close of Business on such Ex-Dividend Record Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 the Ex-Dividend DateDate for such distribution; and FMV = the fair market value (as determined by the Company Board of Directors in good faith and in a commercially reasonable mannerfaith), as of such Ex-Dividend Record 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; provided, however, that, if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Price, each Holder will receive, for each Warrant share of Convertible Preferred Stock held by such Holder on the such Record Date for such distributionDate, 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 Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement number of shares of Common Stock that would be issuable (determined in effect accordance with Section 11(c)) in respect of one (1) share of Convertible Preferred Stock that is converted with an Optional Conversion Date occurring on such Record Date (subject to the same arrangements, if any, in such distribution not to issue or deliver a fractional portion of any Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants, but with such arrangement applying separately to each Holder and computed based on the total number of shares of Convertible Preferred Stock held by such Holder on such Record Date). To the extent such distribution is not so paid or made, each of the Strike Conversion Price and the Warrant Entitlement will be readjusted to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company Parent distributes shares of its Capital Stock, evidences of the CompanyParent’s indebtedness or other assets or property of the CompanyParent, or rights, options or warrants to acquire the CompanyParent’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (I) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(1) or 5(e)(i)(2); (II) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(4); (III) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5(e)(v); (IV) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(3)(B);; and (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply; and (VI) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = 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 reasonably determined by the Company or Parent in good faith upon advice of its financial and in a commercially reasonable mannerother advisors), 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; provided, however, that, if FMV is equal to or greater than P, then, in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlement, each Holder will receivereceive from the Company, for each Warrant held by such Holder on the 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 Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement multiplied by the Conversion Factor in effect on such Record Date. To the extent such distribution is not so paid or made, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (Ia) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(15.05(A)(i) or 5(e)(i)(25.05(A)(ii); (IIb) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(45.05(A)(iv);; Table of Contents (IIIc) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5.05(E); (IVd) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(3)(B5.05(A)(iii)(2); (Ve) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A) (v) will apply; and (VIf) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: CR1 = CRo x SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 Company in good faith and in a commercially reasonable manner)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; provided, however, that, that if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record 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 Holder would have received in such distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record 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, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (Ia) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii5.05(C)) pursuant to Section 5(e)(i)(15.05(A)(i) or 5(e)(i)(25.05(A)(ii); (IIb) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii5.05(C)) pursuant to Section 5(e)(i)(45.05(A)(iv); (IIIc) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5.05(F); (IVd) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii5.05(C)) pursuant to Section 5(e)(i)(3)(B5.05(A)(iii)(2); (Ve) 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 5(e)(i)(5) will apply5.05(A)(v); and (VIf) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 Company in good faith and in a commercially reasonable mannerfaith), 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; provided, however, that, that if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record 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 Holder would have received in such distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. Any adjustment made under this Section 5.05(A)(iii)(1) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. To the extent such distribution is not so paid or made, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to the readjustment of the Conversion Rate as described in the immediately preceding sentence). 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.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (Ia) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(15.05(A)(i) or 5(e)(i)(25.05(A)(ii); (IIb) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(45.05(A)(iv); (IIIc) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5.05(E); (IVd) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)5.10) pursuant to Section 5(e)(i)(3)(B5.05(A)(iii)(2); (Ve) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(55.05(A) (v) will apply; and (VIf) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: CR1 = CR0 x SP where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 Company in good faith and in a commercially reasonable manner)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; provided, however, that, that if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record 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 Holder would have received in such distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record 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, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital StockEquity Interests, evidences of the Company’s its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Equity Interests of the Company’s Capital Stock Company or other securities, to all or substantially all holders of the Common Stock, excluding: (Ia) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(16.06(A)(i) or 5(e)(i)(26.06(A)(ii); (IIb) dividends or distributions paid exclusively in cash for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(46.06(A)(iv); (IIIc) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi6.06(E); (IVd) Spin-Offs for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)) pursuant to Section 5(e)(i)(3)(B6.06(A)(iii)(2); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply; and (VIe) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) 6.08 will apply, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 Company Board of Directors in good faith and in a commercially reasonable mannerfaith), 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; provided, however, that, that if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record 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 Holder would have received in such distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. Any adjustments of the Conversion Date pursuant to this Section 6.06(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, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (Ia) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate, if any, is required (or would be required without regard to Section 5(e)(iii)) provided for pursuant to Section 5(e)(i)(15.05(A)(i) or 5(e)(i)(25.05(A)(ii); (IIb) dividends or distributions paid exclusively in cash (as to which, for which an adjustment to the Strike Price and the Warrant Entitlement is required (or would be required assuming the Dividend Threshold were zero and or would be required without regard to avoidance of doubt, Section 5(e)(iii)5.05(A)(iv) pursuant to Section 5(e)(i)(4will apply); (IIIc) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5(e)(vi5.05(E); (IVd) Spin-Offs Offs, for which an adjustment to the Strike Price and the Warrant Entitlement Conversion Rate is required (or would be required without regard to Section 5(e)(iii)) provided for pursuant to Section 5(e)(i)(3)(B5.05(A)(iii)(2); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(e)(i)(5) will apply; and (VIe) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.08 will apply, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P 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 Company in good faith and in a commercially reasonable mannerBoard 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; provided, however, that, that if FMV is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record 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 Holder would have received in such distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. To the extent such distribution is not so paid or made, each or such rights, options or warrants are not exercised before their expiration (including as a result of being redeemed or terminated), the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto 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.