Common use of Self Tender Offers and Exchange Offers Clause in Contracts

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), each Fixed Settlement Rate shall be increased based on the following formula: where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close of Business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer.

Self Tender Offers and Exchange Offers. If The Company or one or more Subsidiaries of the Company or any makes purchases of its Subsidiaries make a payment in respect of Common Stock pursuant to a tender offer or exchange offer made by the Company or any one of its Subsidiaries for Common Stock if the Common Stock, to the extent that the amount of cash and value of any other consideration included in the payment per share of the Common Stock validly tendered or exchanged exceeds the Closing Price average of the Last Reported Sale Prices per share of the Common Stock on for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Tender Offer Expiration Date”), in which event each Fixed Settlement Rate shall be increased adjusted based on the following formula: where, FR0 SR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close close of Business business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close last Trading Day of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (Date; SR1 = the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs Fixed Settlement Rate in effect immediately after the first Trading Day close of the Averaging Period for a tender or exchange offer, but business on or before the last Trading Day of the Averaging Period 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date; FMV = the Fair Market Value (as determined by the Board of Directors) of the aggregate value of all cash and any other consideration paid or payable for shares purchased in such tender offer or exchange offer (the “purchased shares”); OS1 = the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer on the Tender Offer Expiration Date (the “expiration time”) (after giving effect to such tender offer or exchange offer); OS0 = the number of shares of common stock outstanding immediately prior to the expiration time (prior to giving effect to such tender offer or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the common stock for the 10 consecutive trading day period commencing on, and including, the reference trading day next succeeding the Tender Offer Expiration Date. Any adjustment made pursuant to this clause (v) will become effective immediately after the close of business on the last day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date; provided that if any date for determining the number of shares of the Common Stock issuable to a Holder occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date, references in the above definition of “ SP1” preceding paragraph to “10” 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for between such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date and such determination date for a tender purposes of determining the Fixed Settlement Rates. If the Company or exchange offer but on or prior one of its Subsidiaries is obligated to the first Trading Day purchase shares of the Averaging Period for Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Observation Period will Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Settlement Rate shall be suspended from, and including, the first readjusted to be such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for Fixed Settlement Rate that would then be in effect if such tender offer or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerhad not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries make a payment in respect of subsidiaries successfully completes a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price average of the Closing Prices per share of Common Stock on the 10 consecutive Trading Days commencing on, and including, the Trading Day next immediately succeeding the last date on which tenders or exchanges may be made pursuant to such expiration of the tender or exchange offer (offer, then the “Tender Offer Expiration Date”), each Fixed Settlement Rate shall be increased based on the following formula: where, FR0 = the applicable Fixed Settlement Conversion Rate in effect at the close of business on such immediately prior to succeeding Trading Day will be multiplied by the Close of Business on the Tender Offer Expiration Date; FR1 following fraction: AC + (SP0xOS1) OS0 x SP0 Where, SP0 = the applicable Fixed Settlement Rate in effect immediately after average of the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares Closing Prices per share of Common Stock purchased in such on the 10 consecutive Trading Days commencing on, and including, the Trading Day immediately succeeding the expiration of the tender offer or exchange offer; . OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all offer, including any shares accepted for purchase or exchange in such tender offer or exchange offer); validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on offer. AC = the Tender Offer Expiration Date (after giving effect to aggregate cash and fair market value of the purchase of all shares accepted for purchase or exchange other consideration payable in such the tender or exchange offer); and SP1 = , as determined by the average Board of Directors. The adjustment to the Closing Prices Conversion Rate under this clause (vi) shall be determined at the close of business on the Common Stock over the 10 consecutive 10th Trading Day period commencing onimmediately following, and including, the Trading Day next succeeding the Tender Offer Expiration Date (expiration date of the “Averaging Period”). If tender or exchange offer but shall be given effect at the first VWAP open of business on the Trading Day next succeeding such expiration date. Notwithstanding the foregoing, in respect of any conversion within the 10 Trading Days immediately following, and including, the Trading Day next succeeding any expiration date, references in this clause (vi) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such expiration date and the Conversion Date in determining the Conversion Rate. In addition, if the Trading Day next succeeding the expiration date is less than 10 Trading Days prior to, and including, the end of the Observation Period applicable in respect of any conversion, references in this clause (vi) to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first 10 Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” Days shall be deemed replaced to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of next succeeding the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer expiration date to, and including, the last Trading Day of such Observation Period. For the Averaging Period for avoidance of doubt, no adjustment under this clause (vi) shall be made if such adjustment would result in a decrease in the Conversion Rate. In the event that the Corporation, or one of its subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the reference in Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded or otherwise effected, then the above definition of “SP1” to “10” Conversion Rate shall be deemed replaced with readjusted to be such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for Conversion Rate that would then be in effect if such tender offer or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerhad not been made.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), each Fixed Settlement Rate shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the such tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the such tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer.

Self Tender Offers and Exchange Offers. If the The Company or any one or more of its Subsidiaries make a payment in respect makes purchases of Common Stock pursuant to a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock validly tendered or exchanged exceeds the Closing Price average Daily VWAPs of the Common Stock on for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), in which event each Fixed Settlement Rate shall will be increased adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1xOS1)) (SP1 –OS0) where, FR0 SR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close close of Business business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close last Trading Day of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (Date; SR1= the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs Fixed Settlement Rate in effect immediately after the first Trading Day close of the Averaging Period for a tender or exchange offer, but business on or before the last Trading Day of the Averaging Period 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date; FMV = the Fair Market Value of the aggregate value of all cash and any other consideration paid or payable for shares of Common Stock purchased in such tender offer or exchange offer (the “Purchased Shares”); OS1 = the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer on the Tender Offer Expiration Date (the “Tender Offer Expiration Time”) (after giving effect to such tender offer or exchange offer); OS0 = the number of shares of Common Stock outstanding immediately prior to the Tender Offer Expiration Time (prior to giving effect to such tender offer or exchange offer); and SP1= the average of the Daily VWAPs of Common Stock for the 10 consecutive Trading Day period commencing on, and including, the reference Trading Day next succeeding the Tender Offer Expiration Date. The adjustments to the Fixed Settlement Rates under this Section 5.01(a)(v) shall become effective immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date, provided that, for purposes of determining the Fixed Settlement Rate, in respect of any settlement during the above definition of “ SP1” 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date, references within this Section 5.01(a)(v) to “10” 10 consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed from, and including, between the first beginning of the 10 consecutive Trading Day period and the relevant Settlement Date. If the Company or one of the Averaging Period for its Subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on the Company or prior the relevant Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Fixed Settlement Rates shall be immediately readjusted to the first Trading Day of the Averaging Period for Fixed Settlement Rates that would then be in effect if such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender offer or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerhad not been made.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries make a payment in respect of In case a tender offer or exchange offer made by the Company or any Subsidiary of its Subsidiaries the Company for the Common Stock, to the extent that the cash and value of all or any other consideration included in the payment per share portion of the Common Stock exceeds shall expire and such tender offer or exchange offer shall involve the Closing Price payment by the Company or such Subsidiary of the consideration per share of Common Stock on (which, if payable other than in cash shall be the Trading Day next succeeding Fair Market Value thereof) at the last date on which time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds the average Daily VWAP over the five consecutive Trading Day period ending on, and including, the seventh Trading Day after the Expiration Time (the “Tender Offer Expiration DateTime Price”), each Fixed Settlement Rate the number of Warrant Exercise Shares issuable upon exercise of a Warrant shall be increased based on to a number of Shares equal to the following formula: where, FR0 = product of (x) the applicable Fixed Settlement Rate in effect number of Warrant Exercise Shares so issuable immediately prior to the Close Expiration Time and (y) a fraction of Business which (I) the numerator shall be the sum of (1) the Fair Market Value of the aggregate consideration payable to stockholders based on the Tender Offer Expiration Date; FR1 = acceptance (up to any maximum specified in the applicable Fixed Settlement Rate in effect immediately after terms of the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = ) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time and (2) the product of the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to after giving effect to the purchase of all shares accepted for purchase or exchange in of shares of Common Stock pursuant to such tender offer or exchange offer); OS1 = ) on the Expiration Time and the Expiration Time Price, and (II) the denominator shall be the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after without giving effect to the purchase of all shares accepted for purchase or exchange in of shares of Common Stock pursuant to such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after Expiration Time multiplied by the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect Expiration Time Price. Such increase shall become effective immediately prior to the Close opening of Business business on the first Trading Day day following the Expiration Time. For the purposes of this Section 5(c), the Averaging Period for such tender or exchange offer and (iv) the person in whose name any number of shares of Common Stock at any time outstanding shall be issuable not include shares held in respect the treasury of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerCompany.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of its Subsidiaries make the Company makes a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common StockStock (other than any odd-lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of Closing Price Prices of the Common Stock on over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”)offer, then each Fixed Settlement Rate shall will be increased based on the following formula: where, FR0 SR0 = the applicable such Fixed Settlement Rate in effect immediately prior to the Close close of Business business on the Tender Offer Expiration Date10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; FR1 SR1 = the applicable such Fixed Settlement Rate in effect immediately after the Close close of Business business on the Tender Offer Expiration Date10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Board of DirectorsCompany) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the date such tender or exchange offer on the Tender Offer Expiration Date expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the date such tender or exchange offer on the Tender Offer Expiration Date expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for date such tender or exchange offeroffer expires. The adjustment to the Fixed Settlement Rates under the preceding paragraph will occur at the close of business on the 10th Trading Day immediately following, and including, the reference Trading Day next succeeding the date such tender or exchange offer expires; provided that, if any Determination Date occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires, references in the above definition of “ SP1” preceding paragraph to “10” shall 10 consecutive Trading Days and 10th Trading Day will be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of immediately following the Averaging Period for date such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day expires to, and including, such Determination Date for the first Trading Day purposes of determining the Averaging Period for Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for described in this Section 5.01(a)(v) but is permanently prevented by applicable law from effecting any such tender purchase or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excludingall such purchases are rescinded, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” Fixed Settlement Rates shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, readjusted to the first Trading Day of the Averaging Period for Fixed Settlement Rates that would then be in effect if such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date had not been made or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder had been made only in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerpurchases that have been made.

Self Tender Offers and Exchange Offers. If the The Company or any one or more of its Subsidiaries make a payment in respect makes purchases of Common Stock pursuant to a tender offer or exchange offer made by the Company or any one of its Subsidiaries for the Common Stock, Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock validly tendered or exchanged exceeds the Closing Price average Daily VWAP per share of the Common Stock on for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), in which event each Fixed Settlement Rate shall will be increased adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1 x OS1)) (SP1 x OS0) where, FR0 SR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close close of Business business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close last Trading Day of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (Date; SR1 = the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs Fixed Settlement Rate in effect immediately after the first Trading Day close of the Averaging Period for a tender or exchange offer, but business on or before the last Trading Day of the Averaging Period 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date; FMV = the Fair Market Value of the aggregate value of all cash and any other consideration paid or payable for shares of Common Stock purchased in such tender offer or exchange offer (the “Purchased Shares”); OS1 = the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer on the Tender Offer Expiration Date (the “Tender Offer Expiration Time”) (after giving effect to such tender offer or exchange offer); OS0 = the number of shares of Common Stock outstanding immediately prior to the Tender Offer Expiration Time (prior to giving effect to such tender offer or exchange offer); and SP1 = the average of the Daily VWAPs of Common Stock for the 10 consecutive Trading Day period commencing on, and including, the reference Trading Day next succeeding the Tender Offer Expiration Date. The adjustments to the Fixed Settlement Rates under this Section 5.01(a)(v) shall become effective immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date. provided that, for purposes of determining the Fixed Settlement Rate, in respect of any settlement during the above definition of “ SP1” 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date, references within this Section 5.01(a)(v) to “10” 10 consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed from, and including, between the first beginning of the 10 consecutive Trading Day period and the relevant Settlement Date. If the Company or one of the Averaging Period for its Subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on the Company or prior the relevant Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Fixed Settlement Rates shall be immediately readjusted to the first Trading Day of the Averaging Period for Fixed Settlement Rates that would then be in effect if such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender offer or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerhad not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries make subsidiaries makes a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Current Market Price per share of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), each Fixed Settlement the Conversion Rate shall will be increased adjusted based on the following formula: CR1 = CR0 × [(FMV + (SP1 × OS1)) / (SP1 × OS0)] where, FR0 : CR0 = the applicable Fixed Settlement Conversion Rate in effect immediately prior to at the Close close of Business business on the Tender Offer Expiration Date; FR1 Date CR1 = the applicable Fixed Settlement new Conversion Rate in effect immediately after the Close Expiration Date FMV = The fair market value (as determined in good faith by the Board of Business Directors) on the Tender Offer Expiration Date; AC = , of the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of the Common Stock purchased in such tender offer validly tendered or exchange offer; exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares”) OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); Date, including any Purchased Shares OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and Date, excluding any Purchased Shares SP1 = the average of the Closing Prices Average VWAP of the Common Stock over for the 10 consecutive Trading Trading-Day period commencing on, and including, on the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”)Date. If the first VWAP Trading Day application of the Observation Period applicable foregoing formula would result in a decrease in the Conversion Rate, no adjustment to such Conversion Rate will be made. Any adjustment to a Conversion Rate made pursuant to this clause (v) shall become effective on the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before date immediately following the last Trading Day included in the determination of the Averaging Period Average VWAP of the Common Stock for such tender or exchange offerpurposes of SP1 above; provided that if the Conversion occurs within the 10 Trading Days commencing on the Trading Day next succeeding the Expiration Date, references to the reference in the above definition of “ SP1“10 consecutive Trading Days” with respect to “10” this clause (v) shall be deemed replaced with a period of consecutive Trading Days containing such lesser number of Trading Days as have elapsed frombetween the Expiration Date and the Conversion Date, and including, the first Trading Day adjustment in respect of such conversion shall occur immediately prior to the Averaging Period for conversion. If the Corporation or one of its subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer to, but excludingis permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of new Conversion Rate shall be readjusted to be the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will Conversion Rate that would be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for in effect if such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offerhad not been made.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), each Fixed Settlement Rate shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close of Business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excludingand including, the Tender Offer Expiration Date of a tender or exchange offer to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, Exercise Date on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate Rates and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate Rates or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), each Fixed Settlement Rate shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close of Business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excludingand including, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries make a payment in respect of subsidiaries successfully completes a tender offer or exchange offer made by the Company or any of its Subsidiaries for the Common Stock, to the extent that Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day next immediately succeeding the last date on which tenders or exchanges may be made pursuant to such expiration of the tender or exchange offer offer, then the Conversion Price in effect at the close of business on such immediately succeeding Trading Day will be multiplied by a fraction (A) the “Tender Offer Expiration Date”), each Fixed Settlement Rate numerator of which shall be increased based on the following formula: where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Close product of Business on the Tender Offer Expiration Date; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Close of Business on the Tender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of DirectorsI) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer, including any shares validly tendered and not withdrawn multiplied by (II) the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer on and (B) the Tender Offer Expiration Date denominator of which shall be the sum of (prior to giving effect to I) the purchase aggregate cash and fair market value of all shares accepted for purchase or exchange the other consideration payable in such the tender offer or exchange offer); OS1 = , as determined in good faith by the Board of Directors plus (II) the product of (x) the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer multiplied by (y) the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Tender Offer Expiration Date (after offer, giving effect to consummation of the purchase acquisition of all shares accepted for purchase validly tendered or exchange exchanged (and not withdrawn) in connection with such tender or exchange offer); and SP1 = exchange. In the average event that the Corporation, or one of the Closing Prices its subsidiaries, is obligated to purchase shares of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Tender Offer Expiration Date (the “Averaging Period”). If the first VWAP Trading Day of the Observation Period applicable pursuant to the settlement of relevant Unit or Separate Purchase Contract, as the case may be, occurs after the first Trading Day of the Averaging Period for a any such tender offer or exchange offer, but on the Corporation, or before such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the last Trading Day Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made or declared, as applicable (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock or the Series D Preferred Stock). Except as set forth in the preceding sentence, in the event the application of this Section 10(a)(vi) with respect to any tender offer or exchange offer would result in an increase in the Averaging Period Conversion Price, no adjustment shall be made for such tender or exchange offer, the reference in the above definition of “ SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender offer or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If one or more VWAP Trading Days of the Observation Period applicable pursuant to the settlement of the relevant Unit or Separate Purchase Contract, as the case may be, occurs on or after the Tender Offer Expiration Date for a tender or exchange offer but on or prior to the first Trading Day of the Averaging Period for such tender or exchange offer, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in the above definition of “SP1” to “10” consecutive Trading Days deemed replaced with a reference to “one (1this Section 10(a)(vi)”. In addition, if an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the first Trading Day of the Averaging Period for a tender or exchange offer to, and including, the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the applicable Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, but excluding, the Tender Offer Expiration Date to, and including, the first Trading Day of the Averaging Period for such tender or exchange offer, (i) the reference in the above definition of “SP1” to “10” shall be deemed replaced with a reference to “one (1)”, (ii) the Company shall deliver the consideration due to such Holder in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, on the third Business Day after the first Trading Day of the Averaging Period for such tender or exchange offer, (iii) the relevant Fixed Settlement Rates, Early Mandatory Settlement Rate and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement or Early Mandatory Settlement, as applicable, will be such respective Fixed Settlement Rates, Early Mandatory Settlement Rate or Fundamental Change Early Settlement Rate in effect immediately prior to the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer and (iv) the person in whose name any shares of Common Stock shall be issuable in respect of the applicable Early Settlement or Early Mandatory Settlement, as applicable, will be deemed to become the holder of record of such shares as of the Close of Business on the first Trading Day of the Averaging Period for such tender or exchange offer.