Common use of Tender Offers Clause in Contracts

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries for all or any portion of the Common Shares expires and tendering holders of Common Shares are paid aggregate consideration when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price to be in effect after the tender offer expires will be determined by multiplying (a) the Exercise Price in effect immediately prior to such adjustment by (b) a fraction, the numerator of which will be the Fair Market Value per Common Share as of the last trading day before the date on which such tender offer is first publicly announced less the Excess Per Pro Forma Share, and the denominator of which will be the Fair Market Value per Common Share as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Per Pro Forma Share” means (i) the Excess Tender Amount divided by (ii) the number of Common Shares outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 2.4, the total number of Common Shares purchaseable upon the exercise of this Warrant will be such number of shares purchaseable pursuant to this Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will be the Exercise Price in effect immediately before such adjustment and the denominator of which will be the Exercise Price in effect immediately after such adjustment.

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries for all or any portion of the Common Shares expires and tendering holders of Common Shares are paid aggregate consideration when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”)Stock shall be consummated, then the Exercise Price to be in effect after the tender offer expires will is consummated shall be determined by multiplying (a) the Exercise Price in effect immediately prior to such adjustment by (b) a fraction, the numerator of which will shall be the product of (x) the number of shares of Common Share Equivalents outstanding immediately before giving effect to the tender offer and (y) the Fair Market Value per share of the Common Share Stock as of the last sixth trading day before following the date on which such tender offer is first publicly announced less the Excess Per Pro Forma Share, consummated and the denominator of which will shall be the sum of (i) the product of (x) the number of shares of Common Share Equivalents outstanding after giving effect to the tender offer and (y) the Fair Market Value per share of Common Share Stock as of the last sixth trading day before following the date on which such tender offer is first publicly announced. As used hereinconsummated, “Excess Per Pro Forma Share” means (i) the Excess Tender Amount divided by and (ii) the number aggregate Fair Market Value of all cash and any other consideration paid or payable for Common Shares outstanding at expiration of Share Equivalents (the tender offer after giving pro forma effect to the purchase of shares in the tender offer“Tender Amount”). Upon any adjustment of the Exercise Price pursuant to this Section 2.414(D), the total number of shares of Common Shares purchaseable Stock issuable upon the exercise of this the Warrant will shall be such number of shares purchaseable pursuant to this Warrant issuable immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows, provided that the Exercise Price shall not be increased (and the number of shares of Common Stock issuable upon exercise of the Warrant shall not be decreased) as a result of this paragraph 14(D). Ua = Ub x (Oa x M) + E Pa = Pb x Ob x M Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the tender offer Pa = exercise price per share after the tender offer M = Fair Market Value on the sixth trading day immediately following the date on which the tender offer is consummated E = Tender Amount (the aggregate amount paid in the tender offer) Ob = Shares equivalents outstanding before giving effect to tender offer Oa = Shares equivalents outstanding after giving effect to tender offer

Tender Offers. If a publicly-announced tender offer or issuer bid made by the Company or any of its Subsidiaries subsidiaries for all or any portion of the Common Shares expires shall expire and tendering holders of Common Shares are paid aggregate consideration having a Fair Market Value when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares acquired in such tender offer as of the last Business Day, or, if applicable, trading date day before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price to be in effect after the tender offer expires will shall be determined (without rounding) by multiplying (ax) the Exercise Price in effect immediately prior to such adjustment by (by) a fraction, the numerator of which will shall be the Fair Market Value per share of the Common Share Shares as of the last trading day before the date on which such tender offer is first publicly announced less the Excess Premium Per Pro Forma Share, and the denominator of which will shall be the Fair Market Value per share of Common Share Shares as of the last Business Day, or, if applicable, trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Premium Per Pro Forma Share” means (ix) the Excess Tender Amount divided by (iiy) the number of Common Shares outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 2.44.3, the total number of Common Warrant Shares purchaseable purchasable upon the exercise of this Warrant will shall be such number of shares purchaseable pursuant Warrant Shares (calculated to this Warrant the nearest thousandth) purchasable immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = Warrant Shares underlying this Warrant before the adjustment Ua = Warrant Shares underlying this Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment M = Fair Market Value per share of Common Shares as of the last Business Day (or, if applicable, trading day) before the tender offer is announced E = Excess Tender Amount (the aggregate premium paid in the tender offer) Pr = Premium Per Pro Forma Share Oa = Shares outstanding after giving effect to tender offer Pr = E / Oa Ua = Ub x M / (M - Pr) Pa = Pb x (M - Pr) / M

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries for all or any portion of the Common Shares expires and tendering holders of Common Shares are paid aggregate consideration when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”)Stock shall be consummated, then the Exercise Price to be in effect after the tender offer expires will is consummated shall be determined by multiplying (a) the Exercise Price in effect immediately prior to such adjustment by (b) a fraction, the numerator of which will shall be the product of (x) the number of shares of Common Share Equivalents outstanding immediately before giving effect to the tender offer and (y) the Fair Market Value per share of the Common Share Stock as of the last sixth trading day before following the date on which such tender offer is first publicly announced less the Excess Per Pro Forma Share, consummated and the denominator of which will shall be the sum of (i) the product of (x) the number of shares of Common Share Equivalents outstanding after giving effect to the tender offer and (y) the Fair Market Value per share of Common Share Stock as of the last sixth trading day before following the date on which such tender offer is first publicly announced. As used hereinconsummated, “Excess Per Pro Forma Share” means (i) the Excess Tender Amount divided by and (ii) the number aggregate Fair Market Value of all cash and any other consideration paid or payable for Common Shares outstanding at expiration of Share Equivalents (the tender offer after giving pro forma effect to the purchase of shares in the tender offer“Tender Amount”). Upon any adjustment of the Exercise Price pursuant to this Section 2.414(D), the total number of shares of Common Shares purchaseable Stock issuable upon the exercise of this the Warrant will shall be such number of shares purchaseable pursuant to this Warrant issuable immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows, provided that the Exercise Price shall not be increased (and the number of shares of Common Stock issuable upon exercise of the Warrant shall not be decreased) as a result of this paragraph 14(D). Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the tender offer Pa = exercise price per share after the tender offer M = Fair Market Value on the sixth trading day immediately following the date on which the tender offer is consummated E = Tender Amount (the aggregate amount paid in the tender offer) Ob = Shares equivalents outstanding before giving effect to tender offer Oa = Shares equivalents outstanding after giving effect to tender offer

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries subsidiaries for all or any portion of the Common Shares expires Stock shall expire and tendering holders of Common Shares are Stock is paid aggregate consideration having a Fair Market Value when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares Stock acquired in such tender offer as of the last Business Day, or, if applicable, trading date day before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price to be in effect after the tender offer expires will shall be determined (without rounding) by multiplying (ax) the Exercise Price in effect immediately prior to such adjustment by (by) a fraction, the numerator of which will shall be the Fair Market Value per share of the Common Share Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Excess Premium Per Pro Forma Share, and the denominator of which will shall be the Fair Market Value per share of Common Share Stock as of the last Business Day, or, if applicable, trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Premium Per Pro Forma Share” means (ix) the Excess Tender Amount divided by (iiy) the number of Common Shares Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 2.44.3, the total number of Common Shares Stock purchaseable upon the exercise of this Warrant will shall be such number of shares (calculated to the nearest thousandth) purchaseable pursuant to this Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = shares underlying this Warrant before the adjustment Ua = shares underlying this Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment M = Fair Market Value per share of Common Stock as of the last Business Day (or, if applicable, trading day) before the tender offer is announced E = Excess Tender Amount (the aggregate premium paid in the tender offer) Pr = Premium Per Pro Forma Share Oa = Shares outstanding after giving effect to tender offer Pr = E / Oa Ua = Ub x M / (M – Pr) Pa = Pb x (M – Pr) / M

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries for all or any portion of the Common Shares expires and tendering holders of Common Shares are paid aggregate consideration when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Base Price to be in effect after the tender offer expires will be determined by multiplying (a) the Exercise Base Price in effect immediately prior to such adjustment by (b) a fraction, the numerator of which will be the Fair Market Value per Common Share as of the last trading day before the date on which such tender offer is first publicly announced less the Excess Per Pro Forma Share, and the denominator of which will be the Fair Market Value per Common Share as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Per Pro Forma Share” means (i) the Excess Tender Amount divided by (ii) the number of Common Shares outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Base Price pursuant to this Section 2.4, the total number of Common Shares purchaseable upon the exercise of Share Equivalents subject to this Warrant Stock Appreciation Right will be such number of shares purchaseable pursuant Share Equivalents subject to this Warrant Stock Appreciation Right immediately prior to such adjustment multiplied by a fraction, the numerator of which will be the Exercise Base Price in effect immediately before such adjustment and the denominator of which will be the Exercise Base Price in effect immediately after such adjustment.

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries subsidiaries for all or any portion of the Common Shares expires Stock shall expire and tendering holders of Common Shares Stock are paid aggregate consideration having a Fair Market Value when paid which that exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares Stock acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price to be in effect after the tender offer expires will shall be determined by multiplying (ax) the Exercise Price in effect immediately prior to such adjustment by (by) a fraction, the numerator of which will shall be (i) the Fair Market Value per share of the Common Share Stock as of the last trading day before the date on which such tender offer is first publicly announced less (ii) the Excess Premium Per Pro Forma Share, and the denominator of which will shall be the Fair Market Value per share of Common Share Stock as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Premium Per Pro Forma Share” means (ix) the Excess Tender Amount divided by (iiy) the number of shares of Common Shares Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 2.45.3, the total number of shares of Common Shares purchaseable Stock purchasable upon the exercise of this each Warrant will shall be such number of shares purchaseable pursuant (calculated to this the nearest hundredth) purchasable per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For the avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = shares underlying each Warrant before the adjustment Ua = shares underlying each Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment M = Fair Market Value per share as of the last trading day before date tender offer is announced E = Excess Tender Amount (the aggregate premium paid in the tender offer)

Tender Offers. If a publicly-announced tender offer made by the Company or any of its Subsidiaries for all or any portion of the Common Shares expires Stock shall expire and tendering holders of Common Shares Stock are paid aggregate consideration having a Fair Market Value when paid which exceeds the aggregate Fair Market Value based on the Fair Market Value of the Common Shares Stock acquired in such tender offer as of the last trading date before the date on which such tender offer is first publicly announced (such excess, the “Excess Tender Amount”), then the Exercise Price to be in effect after the tender offer expires will shall be determined by multiplying (ax) the Exercise Price in effect immediately prior to such adjustment by (by) a fraction, the numerator of which will shall be the Fair Market Value per share of the Common Share Stock as of the last trading day before the date on which such tender offer is first publicly announced less the Excess Premium Per Pro Forma Share, and the denominator of which will shall be the Fair Market Value per share of Common Share Stock as of the last trading day before the date on which such tender offer is first publicly announced. As used herein, “Excess Premium Per Pro Forma Share” means (ix) the Excess Tender Amount divided by (iiy) the number of shares of Common Shares Stock outstanding at expiration of the tender offer after giving pro forma effect to the purchase of shares in the tender offer. Upon any adjustment of the Exercise Price pursuant to this Section 2.45.3, the total number of shares of Common Shares Stock purchaseable upon the exercise of this each Warrant will shall be such number of shares (calculated to the nearest hundredth) purchaseable pursuant to this per Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will shall be the Exercise Price in effect immediately before such adjustment and the denominator of which will shall be the Exercise Price in effect immediately after such adjustment.. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ub = shares underlying each Warrant before the adjustment Ua = shares underlying each Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment M = average VWAP for five trading days before date tender offer is announced