Common use of Spin-Offs Clause in Contracts

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Rate shall be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 = the Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; WER0 = the Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Warrant Exercise Rate under this Section (b) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 5.2.2. If an adjustment to the Warrant Exercise Rate is made in respect of any distribution of the type described in this Section 5.1.3 but such distribution is not so made, the Warrant Exercise Rate shall be readjusted, effective as of the date the Board determines not to make such distribution, to the Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all distributes or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will beapply; or (y) a tender offer or exchange offer for shares of Common Stock, upon distributionas to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Conversion Rate shall will be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 CR0 = the Warrant Exercise Conversion Rate in effect at immediately before the open Open of business Business on the Ex-Dividend Date of the for such Spin-Off; WER0 CR1 = the Warrant Exercise Conversion Rate in effect immediately prior to after the open Open of business Business on the such Ex-Date of the Spin-OffDividend Date; FMV = the arithmetic product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interest interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to holders of the be determined as if references to Common Stock applicable in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to one such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”)Off; and SP0 SP = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock on for each Trading Day comprised in the Spin-Off Valuation Period. Any The adjustment to the Warrant Exercise Conversion Rate under pursuant to this Section (b5.05(A)(iii)(2) shall will be made immediately after calculated as of the Close of Business on the last day Trading Day of the Spin-Off Valuation Period, Period but shall become effective at will be given effect immediately after the open Open of business Business on the Ex-Dividend Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the Warrant Exercise Rate is made contrary in respect the Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend If Parent distributes or other distribution by the Company to all or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of Parent to all or substantially all holders of the Company that Ordinary Shares (other than solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will beapply), upon distribution, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Parent Board) (a “Spin-Off”), then the Warrant Exercise Conversion Rate shall will be increased based on the following formula: WER1 CR1 = WER0 CR0 × (( FMV + SP0) ÷ SP0) SP SP where: WER1 CR0 = the Warrant Exercise Conversion Rate in effect at immediately before the open Open of business Business on the Ex-Dividend Date of the for such Spin-Off; WER0 CR1 = the Warrant Exercise Conversion Rate in effect immediately prior to after the open Open of business Business on the such Ex-Date of the Spin-OffDividend Date; FMV = the arithmetic product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interest interests distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over the ten (or10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, if and including, such Ex-Dividend Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such periodaverage to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, the “Valuation Period”Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and SP0 = (y) the arithmetic average number of the Last Reported Sale Prices shares or units of the Common such Capital Stock on each Trading Day comprised or equity interests distributed per Ordinary Share in the Valuation Period. Any such Spin-Off; and The adjustment to the Warrant Exercise Conversion Rate under pursuant to this Section (b5.05(A)(iii)(2) shall will be made immediately after calculated as of the Close of Business on the last day Trading Day of the Spin- Off Valuation Period, Period but shall become effective at will be given effect immediately after the open Open of business Business on the Ex-Dividend Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the Warrant Exercise Rate is made contrary in respect this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all distributes or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of the Shares (other than solely pursuant to (x) a Share Change Event, as to which Section 5.08 will beapply; or (y) a tender offer or exchange offer for Shares, upon distributionas to which Section 5.05(A)(vi) will apply), and such shares or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Rate shall Conversion Price will be increased reduced based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 CP0 = the Warrant Exercise Rate Conversion Price in effect at immediately before the open Close of business Business on the Ex-Date last Trading Day of the Spin-Off Valuation Period for such Spin-Off; WER0 CP1 = the Warrant Exercise Rate Conversion Price in effect immediately prior to after the open Close of business Business on the Ex-Date last Trading Day of the Spin-OffOff Valuation Period; FMV = the arithmetic product of (x) (I) on or before the day falling ten Trading Days after the Trading Commencement Date, the Conversion Price, or (II) at any time after the tenth (10th) Trading Day after the Trading Commencement Date, the average of the Last Reported Sale Prices per share or unit of the Capital Stock shares or similar equity interest interests distributed to holders of in such Spin-Off over the Common Stock applicable to one share of Common Stock on each day which is a ten (10) consecutive Trading Day for both period (the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Spin-Off Valuation Trading DayPeriod”) comprised in the period of ten consecutive Valuation Trading Days commencing on beginning on, and including, the Ex-Date for such Spin-Off (orsuch average to be determined as if references to Shares in the definitions of Last Reported Sale Price, if Trading Day and Market Disruption Event were instead references to such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”shares or equity interests); and SP0 (y) the number of shares or equity interests distributed per Share in such Spin-Off; and SP = (I) where the arithmetic Spin-Off Valuation Period falls on or before the Trading Commencement Date, the Conversion Price, and (II) where the Spin-Off Valuation Period falls after the Trading Commencement Date, the average of the Last Reported Sale Prices of the Common Stock on per Share for each Trading Day comprised in the Spin-Off Valuation Period. Any adjustment Notwithstanding anything to the Warrant Exercise Rate under contrary in this Section (b) shall 5.05(A)(iv)(2), if the Conversion Date for a Note occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be made immediately after the Close of Business on the last day deemed to consist of the Valuation PeriodTrading Days occurring in the period from, but shall become effective at the open of business on and including, the Ex-Date for the such Spin-OffOff to, subject to Section 5.2.2and including, such Conversion Date. If an adjustment to To the Warrant Exercise Rate is made in respect of extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iv)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Rate shall Conversion Price will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Rate Conversion Price that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend If the Corporation distributes or other distribution by the Company to all or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary an Affiliate or Subsidiary or other business unit of the Company that Corporation to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 11(g) will beapply; or (y) a tender offer or exchange offer for shares of Common Stock, upon distributionas to which Section 11(d)(i)(2) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Rate shall Conversion Price will be increased decreased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 CP0 = the Warrant Exercise Rate Conversion Price in effect at immediately before the open Close of business Business on the Ex-Record Date of the for such Spin-Off; WER0 CP1 = the Warrant Exercise Rate Conversion Price in effect immediately prior to after the open Close of business Business on the Ex-Date of the Spin-Offsuch Record Date; FMV SP = the arithmetic average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interest interests distributed to holders of in such Spin-Off over the Common Stock applicable to one share of Common Stock on each day which is a ten (10) consecutive Trading Day for both period (the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Spin-Off Valuation Trading DayPeriod”) comprised in the period of ten consecutive Valuation Trading Days commencing on beginning on, and including, the Ex-Dividend Date for such Spin-Off (or, such average to be determined as if such Ex-Date is not a Valuation references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day, commencing on the immediately following Valuation Trading Day) (” and “Market Disruption Event” were instead references to such period, the “Valuation Period”Capital Stock or equity interests); and SP0 = (y) the arithmetic average number of the Last Reported Sale Prices shares or units of the such Capital Stock or equity interests distributed per share of Common Stock on each Trading Day comprised in the Valuation Periodsuch Spin-Off. Any The adjustment to the Warrant Exercise Rate under Conversion Price pursuant to this Section (b11(d)(i)(4)(B) shall will be made calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Record Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment the Optional Conversion Date for any share of Convertible Preferred Stock to be converted occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the Warrant Exercise Rate is made contrary in respect this Certificate of Designation, the Corporation will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described in this Section 5.1.3 11(d)(i)(4)(B) is declared but such distribution is not so mademade or paid, the Warrant Exercise Rate shall Conversion Price will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Rate Conversion Price that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all makes a distribution or substantially all holders dividend of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of Ordinary Shares (other than solely pursuant to (x) an Ordinary Share Change Event, as to which Section 5.09 will beapply; or (y) a tender offer or exchange offer for Ordinary Shares, upon distributionas to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Conversion Rate shall will be increased based on the following formula: WER1 CR1 = WER0 CR0 × (( FMV + SP0) ÷ SP0) SP where: WER1 CR0 = the Warrant Exercise Conversion Rate in effect at immediately before the open Close of business Business on the Ex-Date last Trading Day of the Spin-Off; WER0 = the Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Off Valuation Period for such Spin-Off; FMV CR1 = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised Conversion Rate in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Warrant Exercise Rate under this Section (b) shall be made effect immediately after the Close of Business on the last day Trading Day of the Spin-Off Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, but shall become effective at the open of business on the and including, such Ex-Dividend Date (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period for a Note to be converted occurs during the Spin-Off Valuation Period for such Spin-Off, subject then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to Section 5.2.2consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day. If an adjustment to To the Warrant Exercise Rate is made in respect of extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend If the Parent distributes or other distribution by the Company to all or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary an Affiliate or Subsidiary or other business unit of the Company that Parent to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Partnership Unit Change Event as applied to the Common Stock pursuant to Section 5(f)(ii), as to which Section 5(f) will beapply; or (y) a tender offer or exchange offer for shares of Common Stock, upon distributionas to which Section 5(e)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Exercise Rate shall Entitlement will be increased adjusted based on the following formulaformulas: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 SP0 = the Warrant Exercise Rate Strike Price in effect at immediately before the open Open of business Business on the Ex-Dividend Date of the for such Spin-Off; WER0 SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Exercise Rate Entitlement in effect immediately prior to before the open Open of business Business on the such Ex-Date of the Spin-OffDividend Date; FMV WE1 = the arithmetic Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one per share of Common Stock on for each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 FMV = the arithmetic product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock on each Trading Day comprised in the Valuation Perioddefinitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. Any The adjustment to the Strike Price and the Warrant Exercise Rate under Entitlement pursuant to this Section (b5(e)(i)(3)(B) shall will be made immediately after calculated as of the Close of Business on the last day Trading Day of the Spin-Off Valuation Period, Period but shall become effective at will be given effect immediately after the open Open of business Business on the Ex-Dividend Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment any Warrant is exercised and the Exercise Date for such exercise occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant Exercise Rate is made Agreement, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Business Day after the Last Trading Day of the Spin-Off Valuation Period; provided, however, that in respect of the case such delayed settlement would be necessary, the Holder may elect instead to forego such adjustment and the Company shall not be entitled to any such delay. To the extent any dividend or distribution of the type described in this Section 5.1.3 5(e)(i)(3)(B) is declared but such distribution is not so mademade or paid, each of the Strike Price and the Warrant Exercise Rate shall Entitlement will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Strike Price and the Warrant Exercise Rate Entitlement, respectively, that would then be in effect at such time had no such the adjustment thereto been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all distributes or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will beapply; or (y) a tender offer or exchange offer for shares of the Common Stock, upon distributionas to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Conversion Rate shall will be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 CR0 = the Warrant Exercise Conversion Rate in effect at immediately before the open Open of business Business on the Ex-Dividend Date of the for such Spin-Off; WER0 CR1 = the Warrant Exercise Conversion Rate in effect immediately prior to after the open Open of business Business on the such Ex-Date of the Spin-OffDividend Date; FMV = the arithmetic product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interest interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to holders of the be determined as if references to Common Stock applicable in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to one such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”)Off; and SP0 SP = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock on for each Trading Day comprised in the Spin-Off Valuation Period. Any The adjustment to the Warrant Exercise Conversion Rate under pursuant to this Section (b5.05(A)(iii)(2) shall will be made immediately after calculated as of the Close of Business on the last day Trading Day of the Spin-Off Valuation Period, Period but shall become effective at will be given effect immediately after the open Open of business Business on the Ex-Dividend Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment a Note is converted and the Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the Warrant Exercise Rate is made contrary in respect this Indenture or the Notes, the Company will, if necessary, delay the settlement of such conversion until the second (2nd) Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all distributes or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will beapply; or (y) a tender offer or exchange offer for shares of Common Stock, upon distributionas to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Rate shall be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) Conversion  where: WER1 = CR0=the Warrant Exercise Conversion Rate in effect at immediately before the open Close of business Business on the Ex-Date last Trading Day of the Spin-Off; WER0 = the Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Off Valuation Period for such Spin-Off; FMV =  CR1=the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised Conversion Rate in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Warrant Exercise Rate under this Section (b) shall be made effect immediately after the Close of Business on the last day Trading Day of the Spin-Off Valuation Period;  FMV=the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, but shall become effective at the open of business on and including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and  SP=the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.  Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, subject then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to Section 5.2.2consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. If an adjustment to  To the Warrant Exercise Rate is made in respect of extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been made.made on the basis of only the dividend or distribution, if any, actually made or paid. 

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 where there has been a payment of a dividend or other distribution by If the Company to all distributes or substantially all holders of its Common Stock in dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a subsidiary Subsidiary or other business unit of the Company that to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.08 will beapply; or (y) a tender offer or exchange offer for shares of Common Stock, upon distributionas to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Conversion Rate shall will be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 CR0 = the Warrant Exercise Conversion Rate in effect at immediately before the open Open of business Business on the Ex-Dividend Date of the for such Spin-Off; WER0 CR1 = the Warrant Exercise Conversion Rate in effect immediately prior to after the open Open of business Business on the such Ex-Date of the Spin-OffDividend Date; FMV = the arithmetic product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interest interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to holders of the be determined as if references to Common Stock applicable in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to one such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”)Off; and SP0 SP = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock on for each Trading Day comprised in the Spin-Off Valuation Period. Any The adjustment to the Warrant Exercise Conversion Rate under pursuant to this Section (b5.05(A)(iii)(2) shall will be made immediately after calculated as of the Close of Business on the last day Trading Day of the Spin-Off Valuation Period, Period but shall become effective at will be given effect immediately after the open Open of business Business on the Ex-Dividend Date for the Spin-Off, subject to Section 5.2.2with retroactive effect. If an adjustment Notwithstanding anything to the Warrant Exercise contrary in this Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period for a Note to be converted occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate is made for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in respect of the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day. To the extent any dividend or distribution of the type described set forth in this Section 5.1.3 5.05(A)(iii)(2) is declared but such distribution is not so mademade or paid, the Warrant Exercise Conversion Rate shall will be readjusted, effective as of the date the Board determines not to make such distribution, readjusted to the Warrant Exercise Conversion Rate that would then be in effect at such time had no such the adjustment been mademade on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. With respect to an adjustment pursuant to this Section 5.1.3 2(c) where there has been a payment of a dividend or other distribution by on the Company to all or substantially all holders of its Common Stock in of shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to a subsidiary any of its subsidiaries or other business unit units of the Company Company, that are, or, when issued, will be, upon distribution, listed or quoted admitted for trading on a U.S. national or regional securities exchange (a “Spin-Off”), then the Warrant Exercise Rate Price shall be increased decreased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: WER1 , EP0 = the Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; WER0 = the Warrant Exercise Rate Price in effect immediately prior to the open of business on the Ex-Date end of the Spin-OffValuation Period; FMV EP’ = the arithmetic Exercise Price in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”), provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in to holders of the period of ten consecutive Valuation Trading Days commencing Common Stock on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such periodDividend Date, the “Valuation Period”)” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and SP0 MP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in over the Valuation Period. Any If any adjustment to the Warrant Exercise Rate under Price is made pursuant to the portion of this Section (b2(c) above, the Warrant Share Number shall be made adjusted by multiplying the Warrant Share Number in effect immediately after prior to such adjustment by a fraction, the Close numerator of Business which shall be the Exercise Price immediately prior to such adjustment, and the denominator of which shall be the Exercise Price immediately thereafter. The adjustment to the Exercise Price and Warrant Share Number under the portion this Section 2(c) above shall occur at the close of business on the last day Trading Day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the . If any dividend or distribution that constitutes a Spin-Off, subject to Section 5.2.2. If an adjustment to the Warrant Exercise Rate Off is made in respect of any distribution of the type described in this Section 5.1.3 declared but such distribution is not so paid or made, the Exercise Price and Warrant Exercise Rate Share Number shall be immediately readjusted, effective as of the date the Board board of directors of the Company determines not to pay or make such dividend or distribution, to the Exercise Price and Warrant Exercise Rate Share Number that would then be in effect at if such time dividend or distribution had not been declared or announced. For purposes of this Section 2(c), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), other than rights issued pursuant a stockholder rights plan, which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 2(c) (and no adjustment to the Exercise Price or Warrant Share Number under this Section 2(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and Warrant Share Number shall be made under this Section 2(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issuance Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and Warrant Share Number under this Section 2(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exercise Price and Warrant Share Number shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exercise Price and Warrant Share Number shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and Warrant Share Number shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 2(a), Section 2(b) and this Section 2(c), if any dividend or distribution to which this Section 2(c) is applicable also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 2(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 2(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 2(c) is applicable (the “Clause C Distribution”) and any Exercise Price and Warrant Share Number adjustment required by this Section 2(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exercise Price and Warrant Share Number adjustment required by Section 2(a) and Section 2(b) with respect thereto shall then be made, except that, if determined by the Company, (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date” within the meaning of Section 2(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 2(b).