Common use of No Adjustment Clause in Contracts

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if any. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. No If any rights, options or warrants issued by the Company and requiring an adjustment in to the Base Conversion Rate in accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the Incremental Share Factor exercise of such rights, options or warrants, the Conversion Rate then in effect shall be required unless adjusted immediately to the adjustment would result in a change in the Base Conversion Rate which would have been in effect at the time of at least 1.00%; providedsuch expiration or termination had such rights, howeveroptions or warrants, that any adjustment which by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Security converts into Common Stock, (ii) upon in addition to the issuance of any shares of the Common Stock, upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock or options or rights prior to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of such rights, options or warrants. If any shares of Common Stock dividend or distribution is declared and the Conversion Rate is adjusted pursuant to any optionSection 9.7 on account of such dividend or distribution, warrantbut such dividend or distribution is thereafter not paid or made, right the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or exercisable, exchangeable or convertible security distribution not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anybeen declared. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 9.7 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if transaction (which determination shall be described in a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedBoard Resolution).

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor pursuant to this Article X shall be required unless the adjustment would result in require a change in the Base Conversion Rate of at least 1.00one percent (1%) in the Conversion Rate; provided, however, that the Company shall carry forward any adjustment which by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth that are less than one percent (1/10,0001%) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant and make such carried-forward adjustments on each Conversion Date, and each Trading Day during any Observation Period relating to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anyConversion Date. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 10.05 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For Except as expressly provided in this Article X, the avoidance Company shall not adjust the Conversion Rate for the issuance of doubtshares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities; provided, however, that if a distribution occurs that the application of the Conversion Rate adjustment provisions of Section 10.05 would generally result in a decrease in the Conversion Rate or reduce the Conversion Price below the par value per share of Common Stock, then no adjustment to the Conversion Rate shall be made (other than as a result of a share combination). Notwithstanding anything to the contrary in Section 10.05, the Conversion Rate shall not be adjusted pursuant to Section 10.05 on account of a transaction if Holders participate, as a result of holding Securities, in such transaction without having to convert such Securities, as if each Holder held a number of shares deliverable of Common Stock equal to Holders the product of the principal amount of Securities as a portion of conversion consideration to which held by such Holders are entitled, instead of making that adjustment, Holder (expressed in thousands) and the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedthen in effect.

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 4.07 5.08 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 5 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be, provided that the Company shall make any carry forward adjustments not otherwise effected on each anniversary of the issue date of the Securities, upon conversion pursuant to Article 5, xxxx xxxxxxxxxx or redemption pursuant to Article 3, and five Business Days prior to the Maturity Date of the Securities. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, Subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under either in (ii) above and outstanding as of the date the Securities were first issued, (iv) a change or in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anySection 5.07. No adjustment to the Base Conversion Rate or Incremental Share Factor need be made pursuant to Section 4.06 5.07 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For No adjustment to the avoidance of doubtBase Conversion Rate or Incremental Share Factor need be made for accrued and unpaid interest, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion considerationany. Whenever a provision of the Indenture requires the calculation of an average of the Closing Sale Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, and Incremental Share Factor as described above at any time during the period from which the average is to be calculated.

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 4.07 7.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesadjustments. All calculations under this Article 4 7 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as otherwise provided for in this Indenture, the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, Stock or for a change in the par value or a change to no par value of the Common Stock or (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon subsidiaries. To the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date extent that the Securities were first issuedbecome convertible into the right to receive Cash, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anyinterest will not accrue on such Cash. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 7.6 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any No adjustment to the Base Conversion Rate that becomes effectiveneed be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or any event requiring an exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Base Conversion Rate that becomes effectiveneed be made for accrued and unpaid interest, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occursincluding additional interest, at any time during the period from which the average is to be calculatedif any.

No Adjustment. No adjustment in the Base Conversion Exchange Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Exchange Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 4.07 4.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion exchange of Securities. All calculations under this Article 4 IV shall be made to the nearest one-ten thousandth (1/10,000) 1/10,000th of a cent or to the nearest one-ten thousandth (1/10,000) 1/10,000th of a share, as the case may be. No adjustment in the Base Conversion Exchange Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or of future Company Guarantor plan for reinvestment of dividends or interest payable on the CompanyGuarantor’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Guarantor or any of its Subsidiaries, or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrantwarrant (including the warrants issued pursuant to the several Warrant Confirmations dated as of October 10, 2007, between the applicable Dealer (as defined therein) and the Guarantor), right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued. To the extent that the Securities become exchangeable into the right to receive Cash, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anyinterest will not accrue on such Cash. No adjustment to the Base Conversion Exchange Rate need be made pursuant to Section 4.06 4.6 for a transaction if Holders are permitted to participate in the transaction without conversion exchange on a basis and with notice that the Board of Directors of the Company Guarantor determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any No adjustment to the Base Conversion Exchange Rate that becomes effectiveneed be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or any event requiring an exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Base Conversion Exchange Rate that becomes effectiveneed be made for accrued and unpaid interest, or any including Additional Interest, if any. In no event requiring an adjustment to will the Base Conversion Exchange Rate where the Ex Date be more than 22.2568 shares of Common Stock per $1,000 Principal Amount of the event occurs, at any time during the period from which the average is to be calculatedSecurities.

No Adjustment. No adjustment in the Base Conversion Exchange Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Exchange Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 4.07 4.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion exchange of Securities. All calculations under this Article 4 IV shall be made to the nearest one-ten thousandth (1/10,000) 1/10,000th of a cent or to the nearest one-ten thousandth (1/10,000) 1/10,000th of a share, as the case may be. No adjustment in the Base Conversion Exchange Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company Guarantor plan for reinvestment of dividends or interest payable on the CompanyGuarantor’s securities or the investment of or additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company Guarantor or any of its Subsidiaries, Subsidiaries or (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrantwarrant (including the warrants issued pursuant to the several warrant confirmations dated as of October 10, 2007, August 6, 2009 and August 7, 2009, between the applicable Dealer (as defined therein) and the Guarantor), right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued. To the extent that the Securities become exchangeable into the right to receive Cash, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anyinterest will not accrue on such Cash. No adjustment to the Base Conversion Exchange Rate need be made pursuant to Section 4.06 4.6 for a transaction if Holders are permitted to participate in the transaction without conversion exchange on a basis basis, and with notice notice, that the Board of Directors of the Company Guarantor determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any No adjustment to the Base Conversion Exchange Rate that becomes effectiveneed be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or any event requiring an exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment to the Base Conversion Exchange Rate that becomes effectiveneed be made for accrued and unpaid interest, or any including Additional Interest, if any. In no event requiring an adjustment to will the Base Conversion Exchange Rate where the Ex Date be more than 24.3843 shares of Common Stock per $1,000 Principal Amount of the event occurs, at any time during the period from which the average is to be calculatedSecurities.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Base Conversion Rate or the Incremental Share Factor pursuant to Section 10.05 shall be required unless until cumulative adjustments amount to one percent (1%) or more of the adjustment would result in a change in the Base Conversion Rate of at least 1.00%as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustment adjustments to the Conversion Rate which by reason of this Section 4.07 is 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that any adjustments to the Conversion Rate that have been, and in connection with any conversion at such time remain, deferred pursuant to this Section 10.06 shall be given effect (i) on the date that is one year of Securitiesthe first such adjustment carried forward, (ii) upon the occurrence of a Fundamental Change (iii) upon redemption by the Company pursuant to Section 3.01 or (iv) on the Maturity Date. All calculations under this Article 4 X shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as . If any dividend or distribution is declared and the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock is adjusted pursuant to any present Section 10.05 on account of such dividend or future Company plan for reinvestment of dividends distribution, but such dividend or interest payable on distribution is thereafter not paid or made, the Company’s securities Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security distribution not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anybeen declared. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 10.05 for a transaction if Holders are permitted each Holder is to participate in the transaction without conversion on a basis and with notice transaction, at the same time that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the such transaction. For the avoidance of doubt, without conversion as if such Holder held a distribution occurs that would generally result in adjustment of the number of shares deliverable of Common Stock equal to Holders a fraction whose numerator is the product of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where in effect at the Ex Date or effective date, as applicable, of the event occurs, at transaction (without giving effect to any time during adjustment pursuant to Section 10.05 on account of such transaction) and the period from which the average aggregate principal amount of Securities held by such Holder and whose denominator is to be calculatedone thousand (1,000).

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless until cumulative adjustments amount to one percent (1%) or more of the adjustment would result in a change in Conversion Price as last adjusted (or, if never adjusted, the Base initial Conversion Rate of at least 1.00%Rate); providedPROVIDED, howeverHOWEVER, that any adjustment adjustments which by reason of this Section 4.07 is SECTION 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustments and in connection with any conversion of Securitiesadjustment. All calculations under this Article 4 X shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) hundredth of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to If any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stockrights, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed warrants issued by the Company or any of its Subsidiaries, (iii) and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.06 are only exercisable upon the issuance occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.06 until the earliest of such triggering event occurs. Upon the expiration or termination of any shares such rights, options or warrants without the exercise of Common Stock such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to any optionSECTION 10.06 on account of such dividend or distribution, warrantbut such dividend or distribution is thereafter not paid or made, right the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or exercisable, exchangeable or convertible security distribution not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if anybeen declared. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 for a transaction referred to in this ARTICLE X if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transactiontransaction (which determination shall be described in a Board Resolution). For A distribution of separate certificates representing any rights under a stockholders' rights plan or the avoidance exercise of doubtany such rights in accordance with the stockholder rights plan, if will not trigger a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that rate adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculated.

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor Price shall be required unless the adjustment would result in a change in the Base Conversion Rate require an increase or decrease of at least 1.00%1% in the Conversion Price as last adjusted; provided, however, that any adjustment adjustments which by reason of this Section 4.07 is 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustments and in connection with any conversion of Securitiesadjustment. All calculations under this Article 4 10 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) hundredth of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if any. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 for a transaction referred to in Section 10.06 if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For Such participation by Holders may include participation upon conversion; provided that an adjustment shall be made at such time as the avoidance Holders are no longer entitled to participate. No adjustment need be made for rights to purchase Common Stock or issuances of doubt, if Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company's securities and the investment of any additional optional amounts of shares of Common Stock under any Company plan. No adjustment need be made for a distribution occurs that would generally result change in adjustment the par value or a change to no par value of the number Common Stock. No adjustment need be made upon the issuance of any shares deliverable of Common Stock or options or rights to Holders purchase those shares pursuant to any present or future Company employee, director or consultant benefit plan or program. No adjustment need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become convertible into cash, no adjustment need be made thereafter as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to cash. Interest will not accrue on the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occurs, at any time during the period from which the average is to be calculatedcash.

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.001%; provided, however, that any adjustment which by reason of this Section 4.07 7.7 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securitiesadjustments. All calculations under this Article 4 7 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as otherwise provided for in this Indenture, the Company shall not be required to adjust the Conversion Rate for the issuance of its Common Stock or any securities convertible or exchangeable for its Common Stock or the right to purchase its Common Stock or such convertible or exchangeable securities. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future a Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) for a change in the par value or a change to no par value of the Common Stock or (v) accrued and unpaid interestStock. To the extent that the Securities become convertible into the right to receive cash, including Additional Interest, if anyinterest will not accrue on such cash. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 7.6 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any No adjustment to the Base Conversion Rate that becomes effectiveneed be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or any event requiring an exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued. No adjustment to the Base Conversion Rate that becomes effectiveneed be made for accrued and unpaid interest, or any event requiring an adjustment to the Base Conversion Rate where the Ex Date of the event occursincluding additional interest, at any time during the period from which the average is to be calculatedif any.

No Adjustment. No adjustment in the Base Conversion Rate or the Incremental Share Factor shall be required unless the adjustment would result in a change in the Base Conversion Rate of at least 1.00%; providedIf any rights, however, that any adjustment which by reason of this Section 4.07 is not required to be made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Base Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed warrants issued by the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iv) a change in the par value of the Common Stock or (v) accrued and unpaid interest, including Additional Interest, if any. No adjustment to the Base Conversion Rate need be made pursuant to Section 4.06 for a transaction if Holders are permitted to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. For the avoidance of doubt, if a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate that becomes effectivein accordance with Section 9.7 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 9.7 until the earliest of such triggering event occurs. Upon the expiration or termination of any event requiring an adjustment such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Base Conversion Rate where which would have been in effect at the Ex Date time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. However, if prior to the occurrence of such a triggering event, the Holder of a Security converts into Common Stock, in addition to the issuance of the event occursCommon Stock, at upon conversion the Company will also issue such Holder the rights, options or warrants subject to such triggering events that such Holder would have received if the Holder had converted into Common Stock prior to the issuance of such rights, options or warrants. If any time during dividend or distribution is declared and the period from Conversion Rate is adjusted pursuant to Section 9.7 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which the average is to would then be calculatedin effect had such dividend or distribution not been declared.