Common use of Issuer Tender Offers Clause in Contracts

Issuer Tender Offers. If a publicly-announced tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock shall expire and tendering holders of Common Stock are paid aggregate consideration having a Fair Market Value, when paid, which exceeds the aggregate Fair Market Value of the Common Stock acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price in effect immediately after the tender offer expires shall be determined by multiplying (i) the Exercise Price in effect immediately prior to such adjustment by (ii) a fraction, the numerator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share, and the denominator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Premium Per Pro Forma Share” means (x) the Excess Tender Amount divided by (y) the number of shares of Common Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 5.04, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest hundredth) purchasable per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced, and the denominator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share.

Issuer Tender Offers. If a publicly-announced tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock shall expire and tendering holders of Common Stock are paid aggregate consideration having a Fair Market Value, Value when paid, paid which exceeds the aggregate Fair Market Value of the Common Stock acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price in effect immediately after the tender offer expires shall be determined by multiplying (ix) the Exercise Price in effect immediately prior to such adjustment by (iiy) a fraction, the numerator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share, and the denominator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Premium Per Pro Forma Share” means (x) the Excess Tender Amount divided by (y) the number of shares of Common Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 5.045.4, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest hundredth) purchasable per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced, announced and the denominator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = shares underlying each Warrant before the adjustment Ua = shares underlying each Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment M = average VWAP of the Common Stock for five trading days before date tender offer is announced E = Excess Tender Amount (the aggregate premium paid in the tender offer) Pr = Premium Per Pro Forma Share Oa = Shares outstanding after giving effect to tender offer Pr = E / Oa Ua = Ub x M / (M — Pr) Pa = Pb x (M — Pr) / M

Issuer Tender Offers. If a publicly-announced tender offer or exchange offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock shall expire and tendering holders of Common Stock are paid aggregate consideration having a Fair Market Value, when paid, which exceeds the aggregate Fair Market Value of the Common Stock acquired in such tender offer or exchange offer as of the last trading date day before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price in effect immediately after the tender offer expires shall be adjusted to such Exercise Price determined by multiplying (i) the Exercise Price in effect immediately prior to such adjustment by (ii) a fraction, the numerator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share, and the denominator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Premium Per Pro Forma Share” means (x) the Excess Tender Amount divided by (y) the number of shares of Common Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 5.044(c), the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be adjusted to such number of shares (calculated to the nearest hundredth) purchasable per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced, and the denominator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share.

Issuer Tender Offers. If If, at any time after the Issuance Date, a publicly-announced tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Underlying Stock shall expire and tendering holders of Common Underlying Stock are paid aggregate consideration per share of Underlying Stock having a Fair Market Value, when paid, which that exceeds the aggregate Fair Market Value daily volume-weighted average price per share of the Common Underlying Stock acquired in such tender offer as of for the last trading date day before the date on which such tender offer is was first publicly announced (or if the Underlying Stock is not then listed on a national securities exchange or quotation system, the Fair Market Value of a share of Underlying Stock as of such excessdate) (the aggregate amount of such excess paid for all Underlying Stock acquired in such tender offer, the “Excess Tender Amount”), then the Exercise Price in effect immediately after for the tender offer expires unvested portion of any Warrant shall be determined adjusted by multiplying (i) the Exercise Price in effect immediately prior to the expiration of such adjustment tender offer by (ii) a fraction, (i) the numerator of which shall be (A) the Fair Market Value daily volume-weighted average price per share of the Common Underlying Stock as of for the last trading day before the date on which such tender offer is was first publicly announced less (or if the Underlying Stock is not then listed on a national securities exchange or quotation system, the Fair Market Value of a share of Underlying Stock as of such date) minus (B) the Premium Per Pro Forma Share, and (ii) the denominator of which shall be the Fair Market Value daily volume-weighted average price per share of Common the Underlying Stock as of for the last trading day before the date on which such tender offer is was first publicly announcedannounced (or if the Underlying Stock is not then listed on a national securities exchange or quotation system, the Fair Market Value of a share of Underlying Stock as of such date) (in each case the daily volume-weighted average price per share of Underlying Stock shall be as reported by Bloomberg L.P., without regard to pre-open or after hours trading outside of any regular trading sessions for any such scheduled trading day on such trading day), and the product so obtained shall thereafter be the Exercise Price. As used herein, “Premium Per Pro Forma Share” means (x) the Excess Tender Amount divided by (y) the number of shares of Common Underlying Stock outstanding at issued upon the expiration of the tender offer after giving pro forma effect to the purchase of shares of Underlying Stock in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 5.04, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest hundredth) purchasable per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock as of the last trading day before the date on which such tender offer is first publicly announced, and the denominator of which shall be the Fair Market Value per share of the Common Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Premium Per Pro Forma Share.