Common use of Self-Tender Offers Clause in Contracts

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “Expiration Time”) tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”); and (ii) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “Expiration Time”"EXPIRATION TIME") tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”"PURCHASED SHARES"); and (ii) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, unexpired in whole or in part, a Company Offer, other than a Excluded Company Offer (or a reclassification to which Section 5.1(c) applies or a merger or consolidation or sale to which Section 5.1(j) applies), shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to the close of business on the date of the last time (the “Expiration Time”) tenders could have been made pursuant to such Company Offer shall be decreased (but only to the extent of the excess referred to in the definition of “Excluded Company Offer”) by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at on the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the CompanyWarrant Agent) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”); and (ii) the denominator of which shall be equal to the product of (A) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d5.1(e) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “"Expiration Time”") tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (iI) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “"Purchased Shares”"); and (iiII) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Closing Date while the Warrants any Loans remain outstanding and unexpired, in whole or in partoutstanding, a Company Holdings Offer shall be made and expire, then and in each such event the Exercise Conversion Price in effect immediately prior to the close of business on the date of the last time (the “Expiration Time”) tenders could have been made pursuant to such Company Holding Offer shall be decreased by multiplying such Exercise Conversion Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Market Price Average VWAP per share of the Common Stock Class A Unit on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding Class A Units on a Fully Diluted Basis (including any tendered sharesUnits) at as of the Expiration Time less (B) the fair market value (as reasonably determined in good faith by the Board of Directors of Managers whose determination shall be evidenced by a Board Resolution filed with the CompanyLenders) of the aggregate consideration payable to stockholders equity holders based on the acceptance (up to any maximum specified in the terms of the Company Holdings Offer) of all shares Class A Units validly tendered and not withdrawn as of the Expiration Time (the shares Class A Units deemed so accepted, up to any maximum amount provided for in connection with such Company Holdings Offer, being referred to as the “Purchased SharesUnits”); and (ii) the denominator of which shall be equal to the product of (A) the Market Price Average VWAP per share of the Common Stock Class A Unit on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding Class A Units on a Fully Diluted Basis (including any tendered sharesUnits) on as of the Expiration Time less the number of Purchased SharesUnits. Any adjustment under this Section 9(d15.04(e) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, unexpired in whole or in part, a Company Offer Offer, other than an Excluded Company Offer, shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to the close of business on the date of the last time (the “Company Offer Expiration Time”) tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Current Market Price per share of the Common Stock on the date of the Company Offer Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at on the Company Offer Expiration Time less (B) the fair market value (as determined reasonably and in good faith by the Board of Directors of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the CompanyWarrant Agent) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”); and (ii) the denominator of which shall be equal to the product of (A) the Current Market Price per share of the Common Stock on the date of the Company Offer Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Company Offer Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d4.1(e) shall become effective immediately prior to the opening of business on the day after the Company Offer Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “Expiration Time”"EXPIRATION TIME") tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”"PURCHASED SHARES"); andand [FORM OF WARRANT] (ii) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “"Expiration Time”") tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than one (1)): (i) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock Ordinary Share on the date of the Expiration Time and (2) the number of shares of Common Stock Ordinary Shares outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders shareholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “"Purchased Shares”"); and (ii) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock Ordinary Share on the date of the Expiration Time and (B) the number of shares of Common Stock Ordinary Shares outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Effective Date while the Warrants remain outstanding and unexpired, unexpired in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price number of shares of Common Stock for which a Warrant is exercisable in effect immediately prior to the close of business on the date of the last time (the “Expiration Time”) tenders could have been made pursuant to such Company Offer shall be decreased increased by multiplying such Exercise Price number by a fraction (not to be greater less than 1): (iA) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the CompanyWarrant Agent) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”)) and (2) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time; and (iiB) the denominator of which shall be equal to the product of (Ai) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (Bii) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d) 6.4 shall become effective immediately prior to the opening of business on the day after the Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, unexpired in whole or in part, a Company Offer Offer, other than an Excluded Company Offer, shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to the close of business on the date of the last time (the “Company Offer Expiration Time”) tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (i) the numerator of which shall be equal to (A) the product of (1) the Current Market Price per share of the Common Stock on the date of the Company Offer Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at on the Company Offer Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of Directors, whose determination shall be conclusive and evidenced by a Board Resolution filed with the CompanyWarrant Agent) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”); and (ii) the denominator of which shall be equal to the product of (A) the Current Market Price per share of the Common Stock on the date of the Company Offer Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Company Offer Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(d4.1(e) shall become effective immediately prior to the opening of business on the day after the Company Offer Expiration Time.

Self-Tender Offers. In the event, at any time or from time to time after the Original Issue Date while the Warrants remain outstanding and unexpired, in whole or in part, a Company Offer shall be made and expire, then and in each such event the Exercise Price in effect immediately prior to close of business on the date of the last time (the “Expiration Time”"EXPIRATION TIME") tenders could have been made pursuant to such Company Offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1): (iI) the numerator of which shall be equal to (A) the product of (1) the Market Price per share of the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time less (B) the fair market value (as determined in good faith by the Board of Directors of the Company) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the Company Offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any maximum amount provided for in connection with such Company Offer, being referred to as the “Purchased Shares”"PURCHASED SHARES"); and (iiII) the denominator of which shall be equal to the product of (A) the Market Price per share of the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less the number of Purchased Shares. Any adjustment under this Section 9(dSECTION 9(D) shall become effective immediately prior to the opening of business on the day after the Expiration Time.