Common use of No Adjustments Clause in Contracts

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares 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. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares 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 in the preceding clause (ii) and outstanding as of the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock; or (vi) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock Units or any securities convertible into or exchangeable for shares of Common Stock Units or the right to purchase shares of Common Stock Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Stock Units pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock Units under any plan; (ii) upon the issuance of any shares of Common Stock Units or options or rights to purchase those shares units 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 Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock Units pursuant to an open-market share unit repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock12.05; or (viv) for accrued and unpaid interestSpecial Interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, and (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock Units a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Exchange Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock Stock, including equity units, or the right to purchase shares of Common Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Exchange Rate will not be adjusted (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the CompanyParent’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Parent or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, convertible or exchangeable or convertible security not described in the preceding clause (ii), including equity units, and (A) and outstanding as of the date the Notes were first issued, or (B) that the Parent or the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock12.05; or (viv) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Exchange Rate unless such adjustment would require an increase or decrease of at least one percentpercent in the Exchange Rate; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental ChangeChange Effective Date, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, any Exchange Date and (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date referred to in this Indenture on which the Conversion Exchange Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. Note.2 In addition, for the Company shall not account for such deferrals when purpose of determining (i) whether any Holder participates (as a result of holding the Notes, and at the same time as the holders of the shares of Common Stock participate) in any of the conditions to conversion have been satisfied transactions described in Section 12.05 (other than in the case of a Common Stock split or what Common Stock combination or a tender or exchange offer), as if such Holder held, for each $1,000 principal amount of Notes held, a number of shares of Common Stock a Holder would have held on a given day had it converted equal to the Exchange Rate, without having to exchange its Notes., as referred in, and

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the Company’s securities and the investment of additional optional amounts in shares of the Common Stock under any plan, including, without limitation, the Southern Investment Plan; (ii) upon the issuance of any shares of the Common Stock Stock, stock units or options or rights to purchase those shares 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 the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Series 2024A Notes were first issued; (iv) solely for a change in the par value of the Common Stock or a change in the Company’s jurisdiction of incorporation; (v) for a third party tender offer or exchange offer by any party other than a tender offer or exchange offer by one or more of the Company’s Subsidiaries; (vi) upon the repurchase of any shares of the Common Stock pursuant to an open-market share repurchase program or other buy-back transaction transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock2.05 hereof; or (vivii) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Series 2024A Note, and (iv) on March 15, 2027. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Series 2024A Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock Units or any securities convertible into or exchangeable for shares of Common Stock Units or the right to purchase shares of Common Stock Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will 000-0000-0000/13/AMERICAS not be adjusted (i) upon the issuance of any shares of Common Stock Units pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock Units under any plan; (ii) upon the issuance of any shares of Common Stock Units or options or rights to purchase those shares 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 Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock Units pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock12.05; or (viv) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation PeriodRate, and (iviii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock Units a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated hereinNotwithstanding anything in clauses (a), the Company will not adjust the Conversion Rate for the issuance (b), (c), (d) and (e) of shares 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. In addition, notwithstanding the foregoingthis Section 11.05, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the CompanyParent Guarantor’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Parent Guarantor 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 in the preceding clause (ii) and outstanding as of the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock; or (vi) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the Company’s securities and the investment of additional optional amounts in shares of the Common Stock under any plan, including, without limitation, the Southern Investment Plan; (ii) upon the issuance of any shares of the Common Stock Stock, stock units or options or rights to purchase those shares 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 the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Series 2023A Notes were first issued; (iv) solely for a change in the par value of the Common Stock or a change in the Company’s jurisdiction of incorporation; (v) for a third party tender offer or exchange offer by any party other than a tender offer or exchange offer by one or more of the Company’s Subsidiaries; (vi) upon the repurchase of any shares of the Common Stock pursuant to an open-market share repurchase program or other buy-back transaction transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock2.05 hereof; or (vivii) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Series 2023A Note, and (iv) on September 15, 2025. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Series 2023A Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock Units or any securities convertible into or exchangeable for shares of Common Stock Units or the right to purchase shares of Common Stock Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Stock Units pursuant to any present or future plan providing for the reinvestment of dividends distributions or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock Units under any plan; (ii) upon the issuance of any shares of Common Stock Units or options or rights to purchase those shares units 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 1093651412\14\AMERICAS Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Stock Units pursuant to an open-market share unit repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 11.05; (v) solely for a change in the par value of Common Stock12.05; or (viv) for accrued and unpaid interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, and (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock Units a Holder would have held on a given day had it converted its Notes.