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

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes a payment in respect of a tender or exchange offer for the Common Stock (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 Common Stock exceeds the average of Closing Prices of Common Stock 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such 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 date such tender or exchange offer expires; SR1 = such 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 date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer 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 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 preceding paragraph to 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 Trading Day immediately following the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 5.01(a)(v) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Fixed Settlement Rates shall be readjusted to the Fixed Settlement Rates that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes a payment in respect of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock Shares (except in an open market purchase in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, through an “accelerated share repurchase” on customary terms or in connection with tax withholding upon vesting or settlement of options, restricted stock units, performance share units or other than any odd-lot tender offer), to the extent that similar equity awards or upon forfeiture or cashless exercise of options or other equity awards) where the cash and the value of any other consideration included in the payment per share of Common Stock Share exceeds the arithmetic average of Closing Prices the VWAP of the Common Stock over Shares for each of the 10 ten (10) consecutive Trading Day period Days commencing on, and including, including the Trading Day next succeeding the last expiration date on which tenders or exchanges may be made pursuant to of such tender offer or exchange offer, then each Fixed Settlement Rate the Conversion Price will be increased based on adjusted by multiplying the following formula: where, SR0 = such Fixed Settlement Rate Conversion Price in effect immediately at 5:00 p.m., New York City time prior to the close commencement of business on the 10th offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the arithmetic average of the VWAP of the Common Shares for each of the ten (10) consecutive Trading Day immediately followingDays commencing on, and including, including the Trading Day next succeeding the expiration date of such tender or exchange offer expires; SR1 = such 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 date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender or exchange offer; . OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the date such expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of Common Shares outstanding immediately after the expiration of the tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in such the tender or exchange offer); and SP1 = , as reasonably determined by the average Board of the Closing Prices of Common Stock over the 10 consecutive Trading Day period commencing onDirectors. Any adjustment made pursuant to this Section 8.1(e) shall become effective immediately prior to 9:00 a.m., and includingNew York City time, the Trading Day next succeeding the date such tender or exchange offer 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 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 preceding paragraph to 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 Trading Day immediately following the date such expiration of the tender or exchange offer expires to, and including, such Determination Date for offer. In the purposes of determining the Fixed Settlement Rates. If event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock Shares pursuant to any such tender offer or exchange offer described in this Section 5.01(a)(v) offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, then the Fixed Settlement Rates Conversion Price shall be readjusted to the Fixed Settlement Rates be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes a payment in respect of successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Class A Common Stock (other than excluding any odd-lot tender offersecurities convertible or exchangeable for Class A Common Stock), to the extent that where the cash and the value of any other consideration included in the payment per share of Class A Common Stock validly tendered or exchanged exceeds the average Current Market Price per share of Closing Prices of Class A Common Stock over the 10 consecutive Trading Day period commencing onStock, 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such 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 immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer expires; SR1 = such Fixed Settlement Rate in effect immediately after (the close “Tender Offer Expiration Date”) shall be multiplied by a fraction: (A) the numerator of business on which shall be equal to the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; AC = sum of: (1) the aggregate value of all cash and the Fair Market Value on the Tender Offer Expiration Date of any other consideration (as determined by the Company) paid or payable for shares purchased of Class A Common Stock validly tendered or exchanged and not withdrawn as of the Tender Offer Expiration Date; and (2) the product of (x) the Current Market Price per share of Class A Common Stock, and (y) the number of shares of Class A Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Time”), after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer; OS0 = and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of Class A Common Stock, and (y) the number of shares of Class A Common Stock outstanding immediately prior to the date such tender or exchange offer expires (Tender Offer Expiration Time on the Tender Offer Expiration Date, prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding . Any adjustment made pursuant to this clause (vi) shall become effective immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer 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 the Tender Offer Expiration Date; provided that, if any Determination Date occurs during the 10 Trading Days immediately following, and including, the 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 expiresTender Offer Expiration Date, references in the preceding paragraph immediately above to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately following the date such tender or exchange offer expires Tender Offer Expiration Date to, and including, such Determination Date for the purposes of determining the Fixed Settlement RatesRates on such Determination Date. If In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender or exchange offer described in this Section 5.01(a)(v) offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, the then each Fixed Settlement Rates Rate shall be readjusted to the such Fixed Settlement Rates Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes 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 (other than any odd-lot tender offer)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 average Closing Price of Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Tender Offer Expiration Date”), then each Fixed Settlement Rate will shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, SR0 FR0 = such the applicable Fixed Settlement Rate in effect immediately prior to the close Close of business Business on the 10th Trading Day immediately following, and including, Tender Offer Expiration Date; FR1 = the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such applicable Fixed Settlement Rate in effect immediately after the close Close of business Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the CompanyBoard 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 date such expiration time of the tender or exchange offer expires 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 date such expiration time of the tender or exchange offer expires 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 date 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 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 includingoffer, the 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 reference in the preceding paragraph above definition of “ SP1” to 10 consecutive Trading Days and 10th Trading Day will “10” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day immediately following of the date Averaging Period for such tender or exchange offer expires 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, such Determination Date the first Trading Day of the Averaging Period for the purposes of determining the Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in this Section 5.01(a)(v) 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 is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescindedexcluding, the Fixed Settlement Rates 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 readjusted to deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Fixed Settlement Rates that would then be in effect if first Trading Day of the Averaging Period for such tender or exchange offer had not been made to, but excluding, the applicable Early Settlement Exercise Date or had been made only Early Mandatory Relevant Date, as applicable. If an Early Settlement Exercise Date or Early Mandatory Relevant Date occurs during the period from, and 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 purchases that have been madeapplicable 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 any Subsidiary of the Company makes its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock (other than any odd-lot tender offer)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 average Closing Price of Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Tender Offer Expiration Date”), then each Fixed Settlement Rate will shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, SR0 FR0 = such the applicable Fixed Settlement Rate in effect immediately prior to the close Close of business Business on the 10th Trading Day immediately following, and including, Tender Offer Expiration Date; FR1 = the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such applicable Fixed Settlement Rate in effect immediately after the close Close of business on Business the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the CompanyBoard 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 date such expiration time of the tender or exchange offer expires 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 date such expiration time of the tender or exchange offer expires 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 date 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 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 includingoffer, the 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 reference in the preceding paragraph above definition of “ SP1” to 10 consecutive Trading Days and 10th Trading Day will “10” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day immediately following of the date Averaging Period for such tender or exchange offer expires 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, such Determination Date the first Trading Day of the Averaging Period for the purposes of determining the Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in this Section 5.01(a)(v) 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 occurs during the period from, but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescindedexcluding, the Fixed Settlement Rates 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 readjusted to deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Fixed Settlement Rates that would then be in effect if first Trading Day of the Averaging Period for such tender or exchange offer had not been made to, but excluding, the applicable Early Settlement Exercise Date. If an Early Settlement Exercise Date occurs during the period from, and including, the Tender Offer Expiration Date of a tender or had been made only 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 purchases that have been madeapplicable Early Settlement 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 and Fundamental Change Early Settlement Rate, as the case may be, applicable to such Early Settlement will be such respective Fixed Settlement 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 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 Subsidiary of the Company makes a payment in respect of successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Class A Common Stock (other than excluding any odd-lot tender offersecurities convertible or exchangeable for Class A Common Stock), to the extent that where the cash and the value of any other consideration included in the payment per share of Class A Common Stock validly tendered or exchanged exceeds the average Current Market Price per share of Closing Prices of Class A Common Stock over the 10 consecutive Trading Day period commencing onStock, 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such 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 immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer expires; SR1 = such Fixed Settlement Rate in effect immediately after (the close “Tender Offer Expiration Date”) shall be multiplied by a fraction: (A) the numerator of business on which shall be equal to the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; AC = sum of: (1) the aggregate value of all cash and the Fair Market Value on the Tender Offer Expiration Date of any other consideration (as determined by the Company) paid or payable for shares purchased of Class A Common Stock validly tendered or exchanged and not withdrawn as of the Tender Offer Expiration Date; and (2) the product of (x) the Current Market Price per share of Class A Common Stock, and (y) the number of shares of Class A Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Time”), after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer; OS0 = and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of Class A Common Stock, and (y) the number of shares of Class A Common Stock outstanding immediately prior to the date such tender or exchange offer expires (Tender Offer Expiration Time on the Tender Offer Expiration Date, prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding . Any adjustment made pursuant to this clause (vi) shall become effective immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer 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 the Tender Offer Expiration Date; provided that, if any Determination Date occurs during the 10 Trading Days immediately following, and including, the 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 expiresTender Offer Expiration Date, references in the preceding paragraph immediately above to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, between such Tender Offer Expiration Date and including, the Trading Day immediately following the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed Settlement RatesRates on such Determination Date. If In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender or exchange offer described in this Section 5.01(a)(v) offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, the then each Fixed Settlement Rates Rate shall be readjusted to the such Fixed Settlement Rates Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the The Company or any Subsidiary one or more of the Company its Subsidiaries makes a payment in respect purchases of Common Stock pursuant to a tender offer or exchange offer for the Common Stock (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 Common Stock validly tendered or exchanged exceeds the average of Closing Prices Daily VWAPs of Common Stock over 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 offeroffer (the “Tender Offer Expiration Date”), then in which event each Fixed Settlement Rate will be increased adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1xOS1)) (SP1 –OS0) where, SR0 = such the Fixed Settlement Rate in effect immediately prior to the close of business on the 10th last Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such 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 date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to Tender Offer Expiration Date; SR1= the Fixed Settlement Rates under the preceding paragraph will occur at Rate in effect immediately after the close of business on the 10th last Trading Day immediately followingof the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date 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 expireson 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 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, if for purposes of determining the Fixed Settlement Rate, in respect of any Determination Date occurs settlement during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date, references in the preceding paragraph within this Section 5.01(a)(v) to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed from, and including, between the beginning of the 10 consecutive Trading Day immediately following period and the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed relevant Settlement RatesDate. If the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer described in this Section 5.01(a)(v) but the Company or 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 Fixed Settlement Rates that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes a payment in respect of successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Common Stock (excluding any securities convertible or exchangeable for Common Stock and other than any an odd-lot tender offer), to the extent that where the cash and the value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the average of Closing Prices Current Market Price per share of Common Stock over the 10 consecutive Trading Day period commencing onStock, 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such 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 immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer expires; SR1 = such Fixed Settlement Rate in effect immediately after (the close “Tender Offer Expiration Date”) shall be multiplied by a fraction: (A) the numerator of business on which shall be equal to the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; AC = sum of: (1) the aggregate value of all cash and the Fair Market Value on the Tender Offer Expiration Date of any other consideration (as determined by the Company) paid or payable for shares purchased of Common Stock validly tendered or exchanged and not withdrawn as of the Tender Offer Expiration Date; and (2) the product of (x) the Current Market Price per share of Common Stock, and (y) 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 (the “Tender Offer Expiration Time”), after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer; OS0 = and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of Common Stock, and (y) the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (Tender Offer Expiration Time on the Tender Offer Expiration Date, prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding . Any adjustment made pursuant to this clause (vi) shall become effective immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer 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 the Tender Offer Expiration Date; provided that, if any Determination Date occurs during the 10 Trading Days immediately following, and including, the 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 expiresTender Offer Expiration Date, references in the preceding paragraph immediately above to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately following the date such tender or exchange offer expires Tender Offer Expiration Date to, and including, such Determination Date for the purposes of determining the Fixed Settlement RatesRates on such Determination Date. If In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 5.01(a)(v) offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, the then each Fixed Settlement Rates Rate shall be readjusted to the such Fixed Settlement Rates Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company or any Subsidiary of the Company makes 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 (other than any odd-lot tender offer)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 average Closing Price of Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Tender Offer Expiration Date”), then each Fixed Settlement Rate will shall be increased based on the following formula: FR1 = FR0 × AC + (SP1 × OS1) OS0 × SP1 where, SR0 FR0 = such the applicable Fixed Settlement Rate in effect immediately prior to the close Close of business Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date; SR1 FR1 = such the applicable Fixed Settlement Rate in effect immediately after the close Close of business Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the CompanyBoard 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 date expiration time of such tender or exchange offer expires 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 date expiration time of such tender or exchange offer expires 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 date 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 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 includingoffer, the 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 reference in the preceding paragraph above definition of “ SP1” to 10 consecutive Trading Days and 10th Trading Day will “10” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day immediately following of the date Averaging Period for such tender or exchange offer expires 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, such Determination Date the first Trading Day of the Averaging Period for the purposes of determining the Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer, with the reference in this Section 5.01(a)(v) 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 is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescindedexcluding, the Fixed Settlement Rates 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 readjusted to deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Fixed Settlement Rates that would then be in effect if first Trading Day of the Averaging Period for such tender or exchange offer had not been made to, but excluding, the applicable Early Settlement Exercise Date or had been made only 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 purchases that have been madeapplicable 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 Subsidiary of the Company makes a payment in respect of its subsidiaries successfully completes a tender or exchange offer for the Common Stock (other than any odd-lot tender offer), to the extent that where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Closing Prices per share of Common Stock over on the 10 consecutive Trading Day period 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such Fixed Settlement Conversion Rate in effect immediately prior to at the close of business on the 10th such immediately succeeding Trading Day immediately followingwill be multiplied by the following fraction: AC + (SP0xOS1) OS0 x SP0 Where, SP0 = the 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 date such tender or exchange offer expires; SR1 = such Fixed Settlement Rate in effect immediately after expiration of the close of business on the 10th 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 Company) paid or payable for shares purchased in such tender or exchange offer; . OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to expiration of the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); , including any shares validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to expiration of the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 . AC = the average aggregate cash and fair market value of the Closing Prices of Common Stock over other consideration payable in the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expiresoffer, as determined by the Board of Directors. The adjustment to the Fixed Settlement Rates Conversion Rate under the preceding paragraph will occur this clause (vi) shall be determined at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the expiration date such of the tender or exchange offer expires; provided thatbut shall be given effect at the open of business on the Trading Day next succeeding such expiration date. Notwithstanding the foregoing, if in respect of any Determination Date occurs during conversion within the 10 consecutive Trading Day period commencing onDays immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expiresany expiration date, references in the preceding paragraph this clause (vi) to 10 consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such expiration date and 10th the Conversion Date in determining the Conversion Rate. In addition, if the Trading Day will next succeeding the expiration date is less than 10 Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in this clause (vi) to 10 Trading Days shall be deemed to be replaced replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately following next succeeding the expiration date such tender or exchange offer expires to, and including, the last Trading Day of such Determination Date for Observation Period. For the purposes avoidance of determining doubt, no adjustment under this clause (vi) shall be made if such adjustment would result in a decrease in the Fixed Settlement RatesConversion Rate. If In the Company 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 described in this Section 5.01(a)(v) offer, but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescindedrescinded or otherwise effected, then the Fixed Settlement Rates Conversion Rate shall be readjusted to the Fixed Settlement Rates be such Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the The Company or any Subsidiary one or more Subsidiaries of the Company makes a payment in respect purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or one of its Subsidiaries for the Common Stock (other than any odd-lot tender offer), to if the extent that the amount of cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the average of Closing the Last Reported Sale Prices per share of the Common Stock over 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 offeroffer (the “Tender Offer Expiration Date”), then in which event each Fixed Settlement Rate will shall be increased adjusted based on the following formula: where, SR0 = such the Fixed Settlement Rate in effect immediately prior to the close of business on the 10th last Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such 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 date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to Tender Offer Expiration Date; SR1 = the Fixed Settlement Rates under the preceding paragraph will occur at Rate in effect immediately after the close of business on the 10th last Trading Day immediately followingof the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date 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 expires(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 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, that if any Determination Date 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 date such tender or exchange offer expiresTender Offer Expiration Date, references in the preceding paragraph to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed from, between such Tender Offer Expiration Date and including, the Trading Day immediately following the such determination date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed Settlement Rates. If the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer described in this Section 5.01(a)(v) offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, the then each Fixed Settlement Rates Rate shall be readjusted to the be such Fixed Settlement Rates Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If The Company or one or more of its Subsidiaries makes purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or any Subsidiary one of the Company makes a payment in respect of a tender or exchange offer its Subsidiaries for the Common Stock (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 Common Stock validly tendered or exchanged exceeds the average of Closing Prices Daily VWAP per share of Common Stock over 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 offeroffer (the “Tender Offer Expiration Date”), then in which event each Fixed Settlement Rate will be increased adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1 x OS1)) (SP1 x OS0) where, SR0 = such the Fixed Settlement Rate in effect immediately prior to the close of business on the 10th last Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such 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 date such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer 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 Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to Tender Offer Expiration Date; SR1 = the Fixed Settlement Rates under the preceding paragraph will occur at Rate in effect immediately after the close of business on the 10th last Trading Day immediately followingof the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date 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 expireson 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 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, if for purposes of determining the Fixed Settlement Rate, in respect of any Determination Date occurs settlement during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expiresTender Offer Expiration Date, references in the preceding paragraph within this Section 5.01(a)(v) to 10 consecutive Trading Days and 10th Trading Day will shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed from, and including, between the beginning of the 10 consecutive Trading Day immediately following period and the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed relevant Settlement RatesDate. If the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer described in this Section 5.01(a)(v) but the Company or 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 Fixed Settlement Rates that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any Subsidiary of the Company its subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock (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 Common Stock exceeds the average of Closing Prices Current Market Price per share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Expiration Date”), then each Fixed Settlement the Conversion Rate will be increased adjusted based on the following formula: CR1 = CR0 × [(FMV + (SP1 × OS1)) / (SP1 × OS0)] where, SR0 : CR0 = such Fixed Settlement the Conversion Rate in effect immediately prior to at the close of business on the 10th Trading Day immediately following, and including, Expiration Date CR1 = the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such 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 10th Trading Day immediately followingExpiration Date, and including, the Trading Day next succeeding the date such tender or exchange offer expires; AC = of the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares purchased in such tender the Common Stock 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 on the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); Expiration Date, including any Purchased Shares OS1 = the number of shares of Common Stock outstanding immediately after on the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and Expiration Date, excluding any Purchased Shares SP1 = the average Average VWAP of the Closing Prices of Common Stock over for the 10 consecutive Trading Trading-Day period commencing on, and including, on the Trading Day next succeeding the date such tender or exchange offer expiresExpiration Date. The If the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Fixed Settlement Rates under the preceding paragraph such Conversion Rate will occur at the close of business be made. Any adjustment to a Conversion Rate made pursuant to this clause (v) shall become effective on the 10th date immediately following the last Trading Day immediately following, and including, included in the determination of the Average VWAP of the Common Stock for purposes of SP1 above; provided that if the Conversion occurs within the 10 Trading Days commencing on the Trading Day next succeeding the date such tender or exchange offer expires; provided thatExpiration Date, if any Determination Date occurs during references to the “10 consecutive Trading Day Days” with respect to this clause (v) shall be deemed replaced with a period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires, references in the preceding paragraph to 10 of consecutive Trading Days and 10th Trading Day will be deemed to be replaced with containing such lesser number of Trading Days as have elapsed frombetween the Expiration Date and the Conversion Date, and including, the Trading Day adjustment in respect of such conversion shall occur immediately following prior to the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed Settlement Ratesconversion. If the Company Corporation or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 5.01(a)(v) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Fixed Settlement Rates new Conversion Rate shall be readjusted to be the Fixed Settlement Rates Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any Subsidiary of the Company makes a payment in respect of its subsidiaries successfully completes a tender or exchange offer for the Common Stock (other than any odd-lot tender offer), to the extent that where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the average Closing Price per share of Closing Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, 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, then each Fixed Settlement Rate will be increased based on the following formula: where, SR0 = such Fixed Settlement Exchange Rate in effect immediately prior to at the close of business on such immediately succeeding Trading Day will be multiplied by the 10th following fraction: AC + (SP 0xOS1) OS0xSP0 Where, SP0 = the Closing Price per share of Common Stock on the Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; SR1 = such Fixed Settlement Rate in effect immediately after expiration of the close of business on the 10th 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 Company) paid or payable for shares purchased in such tender or exchange offer; . OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to expiration of the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); , including any shares validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to expiration of the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 . AC = the average aggregate cash and fair market value of the Closing Prices of Common Stock over other consideration payable in the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expiresoffer, as determined by the Board of Directors. The adjustment to In the Fixed Settlement Rates under event that the preceding paragraph will occur at the close Corporation, or one of business on the 10th Trading Day immediately followingits subsidiaries, and including, the 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 preceding paragraph to 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 Trading Day immediately following the date such tender or exchange offer expires to, and including, such Determination Date for the purposes of determining the Fixed Settlement Rates. If the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer described in this Section 5.01(a)(v) offer, but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchase purchases, or all such purchases are rescinded, then the Fixed Settlement Rates Exchange Rate shall be readjusted to the Fixed Settlement Rates be such Exchange Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in the Exchange Rate, no adjustment shall be made for such tender offer or had been made only exchange offer under this clause (vi). If an adjustment to the Exchange Rate is required under this clause (vi), delivery of any additional shares of Common Stock that may be deliverable upon exchange as a result of an adjustment required under this clause (vi) shall be delayed to the extent necessary in respect of order to complete the purchases that have been madecalculations provided for in this clause (vi).