Common use of When No Adjustment Required Clause in Contracts

When No Adjustment Required. (1) Except as otherwise provided in Section 9, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2) Except as otherwise provided in this Section 9, no adjustment of the Conversion Rate shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3) Notwithstanding the foregoing, no adjustment to the Conversion Rate shall be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Date; (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 910, the Conversion Rate will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. (2ii) Except as otherwise provided in this Section 910, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Datesecurity; (D) for a change dividends or distributions declared or paid to holders of Class A Common Stock in the par value of the Common Stockwhich Holders participate pursuant to Section 4(b); or (E) for accrued and unpaid dividends on a change solely in the Series par value of the Class A Preferred Common Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 910, the Conversion Rate Factor will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 910, no adjustment of the Conversion Rate shall Factor will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall Factor will be made: (A) upon the issuance of any shares of Common Stock issued pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series B Preferred Stock; or (DC) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 913, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, foregoing or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 9, no adjustment of the Conversion Rate shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall need be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan or arrangement providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights) in any transaction resulting in an exchange for fair market value, including in connection with a reduction of indebtedness or liabilities of the Company or any of its subsidiaries; (C) upon the issuance of any shares of Common Stock or options or rights to purchase such those shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programssubsidiaries; (CD) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Date;Date (or otherwise issued as a pay-in-kind dividend in respect thereof) (unless otherwise specifically provided in Section 13); or (DE) for accumulated and unpaid and accrued and unpaid dividends on the Convertible Preferred Stock. (iii) No adjustment to the Conversion Rate need be made for a change in the par value or no par value of the Common Stock; or. (Eiv) for accrued and unpaid dividends on No adjustment to the Series A Preferred Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.

When No Adjustment Required. (1) . Except as otherwise provided in Section 9this Article IX, the Conversion Rate Price will not be adjusted for the issuance of shares of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2) Except as otherwise provided in this Section 9, no . No adjustment of the Conversion Rate Price shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3) . Notwithstanding anything to the foregoingcontrary set forth in this Article IX, no adjustment to the Conversion Rate Price shall be made: (Aa) upon the issuance of Conversion Shares; (b) upon the issuance of any share of Common Stock or option or right to purchase, or other securities convertible into or exchangeable or exercisable for, shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchaseformer, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements director agreement, arrangement or programsprogram, in each case where such issuance, plan, program, agreement or arrangement is or has been approved by the Board of Directors or a committee thereof (including, for the avoidance of doubt, the Corporation’s Fifth Amended and Restated 2008 Stock Incentive Plan and 2016 Employee Stock Purchase Plan, in each case, as amended from time to time; (Cc) upon the issuance of any shares share of Common Stock pursuant to the conversion, exchange or exercise of any option, warrant, right, Parity Stock or exercisable, exchangeable or convertible security outstanding as of the Issue DateJunior Stock; (Dd) upon the issuance of any Parity Stock or Junior Stock in connection with any “business combination” (as defined in the rules and regulations promulgated by the SEC) or otherwise in connection with bona fide acquisitions of securities or substantially all of the assets of another Person, business unit, division or business; (e) upon the issuance of capital stock of a Subsidiary or joint venture of the Corporation issued to the Corporation or any Subsidiary of the Corporation; or (f) for a change in the par value of the shares of Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 910, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 910, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Datesecurity; (D) for dividends or distributions declared or paid to holders of Common Stock in which Holders participate pursuant to Section 4(b); or (E) for a change solely in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, any stock incentive plan of the Company; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue DateSeries A Preferred Stock; (D) for dividends or distributions declared and paid to holders of Common Stock to the extent the Holders participate pursuant to Section 4(g); or (E) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 910, the Conversion Rate Price will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 910, no adjustment of the Conversion Rate shall Price will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall Price will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation (including any dividends of Common Stock in which Holders are entitled to participate pursuant to Section 4) and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;security; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate Price will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall Price will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoingExcept as otherwise provided in this Section 11, no adjustment to the Conversion Rate shall Price will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for or a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2016 and 2019 Long-Term Incentive Plans; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2015 Equity Incentive Plan; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common StockStock or to the extent that an adjustment would be duplicative because an equivalent Participating Dividend was distributed to the Holders. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate Price will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall Price will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall Price will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares or other form of equity-based or equity-related awards (including restricted stock units) to employees (or prospective employees who have accepted an offer of employment), directors or consultants, pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security if the option, warrant, right or exercisable, exchangeable or convertible security (x) is outstanding as on the date of the Issue DateA&R Investment Agreement or (y) has previously given rise to an adjustment under this Section 11; (D) with respect to the Series A Preferred Stock held by any Holder, for transactions in which such Holder participates in accordance with Sections 4(b) and/or 11(a); (E) for a change solely in the par value of the Common Stock; (F) upon any issuance of securities pursuant to any merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction or any other direct or indirect acquisition by the Company, whereby the Company’s securities comprise, in whole or in part, the consideration paid by the Company in such transaction; or (EG) for accrued and unpaid dividends on upon the issuance of Common Stock upon conversion of the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue DateSeries A Preferred Stock; (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on as a result of the Series A Preferred StockAcquisition, the Refinancing or the Debt Financing, including the issuance of any shares of Common Stock or options or rights to purchase such shares or any other equity awards in connection with the Acquisition.

When No Adjustment Required. (1i) Except as otherwise provided in Section 9this paragraph 11, the Conversion Rate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock Shares or carrying the right to purchase any of the foregoing, or for the repurchase of Common StockShares. (2ii) Except as otherwise provided in this Section 9paragraph 11, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder shareholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: : (A) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock Shares under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; ; (B) upon the issuance of any shares of Common Stock Shares or options or rights to purchase such shares pursuant to any present or future employee, directordirector or Xxxxxxxx.xxx, manager or Corp. Page 29 consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries subsidiaries or of any employee agreements or arrangements or programs; ; (C) upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date; Series B Preferred Shares; (D) for a change in the par value of the Common StockShares; or or (E) for accrued and unpaid dividends on as a result of the Series A Preferred StockAdditional Financing Transaction, including the issuance of any Common Shares as a result of the exercise of warrants issued pursuant thereto.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Class A Common Stock or any securities convertible into or exchangeable for Class A Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Class A Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Class A Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Class A Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2020 Incentive Award Plan, 2021 Inducement Award Plan and 2020 Employee Stock Purchase Plan; (C) upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for a change in the par value of the Class A Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1) . Except as otherwise provided in Section 9this Article IX, the Conversion Rate Price will not be adjusted (a) for the issuance of shares of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or (b) for the repurchase of shares of Common Stock. (2) Except as otherwise provided in this Section 9, no . No adjustment of the Conversion Rate Price shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3) . Notwithstanding anything to the foregoingcontrary set forth in this Article IX, no adjustment to the Conversion Rate Price shall be made: (Aa) upon the issuance of Conversion Shares; (b) upon the issuance of any share of Common Stock or option or right to purchase, or other securities convertible into or exchangeable or exercisable for, shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchaseformer, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements director agreement, arrangement or programsprogram, in each case where such issuance, plan, program, agreement or arrangement is or has been approved by the Board of Directors or a committee thereof (including, for the avoidance of doubt, the Corporation’s 2019 Employee Stock Purchase Plan approved by the holders of shares of Common Stock at the Corporation’s 2018 annual meeting of the holders of shares of Common Stock); (Cc) upon the issuance of any shares share of Common Stock pursuant to the conversion, exchange or exercise of any option, warrant, right, Parity Stock or exercisable, exchangeable or convertible security outstanding as of the Issue DateJunior Stock; (Dd) upon the issuance of any Parity Stock or Junior Stock in connection with any “business combination” (as defined in the rules and regulations promulgated by the SEC) or otherwise in connection with bona fide acquisitions of securities or substantially all of the assets of another Person, business unit, division or business; (e) upon the issuance of capital stock of a Subsidiary of the Corporation issued to the Corporation or any Subsidiary of the Corporation; (f) upon the issuance of securities of a joint venture (provided that no Affiliate (other than any Subsidiary of the Corporation) of the Corporation acquires any interest in such securities in connection with such issuance) (any such issuance referred to in the foregoing clauses (a) – (f), an “Excluded Issuance”); or (g) for a change in the par value of the shares of Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2007 Stock Plan for Directors and 2019 Equity and Long-Term Incentive Plan; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series B Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1) Except as otherwise provided in this Section 9, the Conversion Rate will not be adjusted (A) for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock Shares or carrying the right to purchase any of the foregoing, or (B) for the repurchase of Common StockShares or (C) to the extent that an adjustment would be duplicative because an equivalent Participating Dividend was distributed to the holders of the Series A Preference Shares. (2) Except as otherwise provided in this Section 9, no No adjustment of the Conversion Rate shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder shareholder rights plans. (3) Notwithstanding the foregoing, no adjustment to the Conversion Rate shall be made: (A) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan plan, approved by the Board, providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock Shares under any plan plan, approved by the Board, in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock Shares or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, in each case approved by the Board; (C) upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding issued as of the Issue Date;; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred StockShares.

When No Adjustment Required. (1) Except as otherwise provided in this Section 9, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2) Except as otherwise provided in this Section 9, no No adjustment of the Conversion Rate shall be made as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3) Notwithstanding the foregoing, no adjustment to the Conversion Rate shall be made: (A) if such adjustment would cause the outstanding Series A Preferred Stock to be convertible in the aggregate into more than 19.9% of the shares of Common Stock outstanding on the date hereof unless Stockholder Approval (as defined in the Investment Agreement) has been obtained; (B) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (BC) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (CD) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the Issue Date; (DE) for a change in the par value of the Common Stock; or (EF) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 97, the Conversion Rate will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock Shares or carrying the right to purchase any of the foregoing, or for the repurchase of Common StockShares. (2ii) Except as otherwise provided in this Section 97, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder shareholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock Shares under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock Shares or options or rights to purchase such shares pursuant to any present or future employee, directordirector or officer benefit or equity incentive arrangement, manager or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) except as otherwise provided in this Section 7 upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right, or exercisable, exchangeable or any shares or securities directly or indirectly convertible security outstanding as of the Issue Dateinto or exercisable or exchangeable for Common Shares; (D) for a change dividends or distributions declared or paid to holders of Common Shares in the par value of the Common Stock; orwhich Holders participate pursuant to Section 5; (E) for a third-party tender offer or exchange offer by any party other than a tender offer or exchange offer by one or more of the Company’s Subsidiaries as described in Section 7(a)(v); or (F) for any accrued and unpaid dividends on the Series A Preferred Stock(in accordance with Section 5(c)) or Dividends.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 9, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 9, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs; (C) except as expressly provided in Section 9, upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue DateSeries [__] Preferred Stock; (D) for a change in the par value of the Common Stock; (E) pursuant to any merger, joint venture, partnership, share exchange, business combination or similar transaction or any other direct or indirect acquisition by the Company with parties that are not Affiliates, whereby the Common Stock comprises, in whole or in part, the consideration paid by the Company in such transaction, provided such transaction was (1) approved by the holders of the Voting Stock or (2) approved by the Board; or (EF) for accrued and unpaid dividends on upon the Series A Preferred Stockissuance of any shares of Common Stock or warrants to acquire only shares of Common Stock issued to non-Affiliate banks, equipment lessors or other lending institutions, or to non-Affiliate real property lessors, in each case, in connection with a debt financing, equipment leasing or real property leasing transaction, provided such transaction was approved by the Board.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2016 Stock Incentive Plan and 2021 Omnibus Incentive Plan; (C) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2016 Stock Incentive Plan and 2021 Omnibus Incentive Plan; (C) except as expressly provided in Section 11, upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Stock and the Series B Preferred Stock; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred Stock.

When No Adjustment Required. (1i) Except as otherwise provided in this Section 911, the Conversion Rate Price will not be adjusted for the issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock Shares or carrying the right to purchase any of the foregoing, or for the repurchase of Common StockShares. (2ii) Except as otherwise provided in this Section 911, no adjustment of the Conversion Rate shall Price will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder shareholder rights plans. (3iii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall Price will be made: (A) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock Shares under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock Shares or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s Amended and Restated 2009 Equity Incentive Plan, 2014 Long Term Incentive Plan, and 2014 Non-Employee Director Incentive Plan; (C) upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of security, including the Issue Date;Series A Preferred Shares; or (D) for a change in the par value of the Common Stock; or (E) for accrued and unpaid dividends on the Series A Preferred StockShares.

When No Adjustment Required. (1) Except as otherwise provided in Section 9this ‎‎Section 11, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2i) Except as otherwise provided in this Section 9‎‎Section 11, no adjustment of the Conversion Rate shall will not be made adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (3ii) Notwithstanding the foregoing, no No adjustment to the Conversion Rate shall will be made: (A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation Company bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (B) upon the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of or assumed by the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programs, including, without limitation, the Company’s 2016 Stock Incentive Plan, 2022 Equity Incentive Plan and Employee Stock Purchase Plan, as may be amended; (C) upon the issuance of any shares of Common Stock pursuant to any optionEquity-Linked Security (it being understood, warrantfor the avoidance of doubt, rightthat the issuance or sale of such Equity-Linked Securities, or exercisableany re-pricing or amendment thereof, exchangeable or convertible security outstanding will be subject to ‎Section 11(a)(viii)); provided, however, that the issuance of shares of Common Stock upon exercise of the Warrants and upon conversion of the Series A Preferred Stock, in each case pursuant to the terms thereof as of the Issue DateOriginal Issuance Date shall not result in an adjustment to the Conversion Rate; (D) for a change in the par value of the Common Stock; (E) upon issuance of any shares of Common Stock issuable pursuant to Earnout Obligations existing as of the Original Issuance Date; (F) for dividends or distributions declared or paid to holders of Common Stock in which Holders participate pursuant to ‎‎Section 4(e); (G) pursuant to any merger, joint venture, partnership, share exchange, business combination or similar transaction or any other direct or indirect acquisition by the Company with parties that are not Affiliates, whereby the Common Stock comprises, in whole or in part, the consideration paid by the Company in such transaction, provided such transaction was (1) approved by the holders of the Voting Stock or (2) approved by the Board and that such Common Stock issued under this clause ‎(G) does not exceed 10.0% of the then current issued and outstanding Common Stock; (H) upon the issuance of any shares of Common Stock or warrants to acquire only shares of Common Stock issued to non-Affiliate banks, equipment lessors or other lending institutions, or to non-Affiliate real property lessors, in each case, in connection with a debt financing, equipment leasing or real property leasing transaction, provided such transaction was approved by the Board and that such Common Stock issued under this clause ‎(H) does not exceed 10.0% of the then current issued and outstanding Common Stock; or (EI) for accrued and unpaid dividends upon the issuance of any shares of Junior Stock issued on or after the second (2nd) anniversary of the Original Issuance Date pursuant to the Lincoln Park Facility, or a similar Junior Stock purchase facility entered into with a non-Affiliate counterparty (including an amendment to the Lincoln Park Facility or any replacement thereof). (iii) No adjustment to shares of Series A Preferred StockStock being converted on a Conversion Date or to the shares of Common Stock deliverable to the Holders upon the conversion thereof shall be made solely by reason of dividends or other distributions being payable to holders of the Common Stock as of any date prior to the close of business on such Conversion Date if an adjustment has been made as of the Record Date for such dividend or other distribution (it being understood that the foregoing shall not limit any Holder’s right to receive Participating Dividends payable prior to such time or the operation of ‎‎Section 11(a) in respect of events occurring prior to such time). Until the Conversion Date with respect to any share of Series A Preferred Stock has occurred, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights provided herein.

When No Adjustment Required. (1) Except as otherwise provided in Section 9, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock. (2) Except as otherwise provided in this Section 9, no No adjustment of the Conversion Rate shall need be made as a result of: (a) the issuance of the issuance of, rights pursuant to the Company’s adoption of a stockholders rights plan that provides that each share of Common Stock issued upon exercise of the Warrant at any time prior to the distribution of separate certificates representing, representing rights will be entitled to receive the right (a “Stockholder Rights Plan”); (b) the distribution of separate certificates representing the rights under a Stockholder Rights Plan; (c) the exercise or redemption of, or of the rights in accordance with any rights agreement under a Stockholder Rights Plan; (d) the termination or invalidation of, of the rights pursuant to any stockholder rights plans.under a Stockholder Rights Plan; (3) Notwithstanding the foregoing, no adjustment to the Conversion Rate shall be made: (Ae) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Corporation Company and the investment of additional optional amounts in Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Corporation bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (Bf) upon the issuance of any shares of Common Stock or options or rights to purchase such or be issued those shares pursuant to any present or future employee, director, manager director or consultant benefit plan or program of of, or assumed by by, the Corporation Company or any of its Subsidiaries or of any employee agreements or arrangements or programsSubsidiaries; (Cg) ordinary course of business stock repurchases, including structured or derivative transactions pursuant to a stock repurchase program approved by the Board of Directors (but, for the avoidance of doubt, excluding transactions described in Section 1.05); (h) upon the issuance of any shares of Common Stock pursuant to or any option, warrant, rightsecurities convertible into, or exercisableexchangeable for shares of Common Stock, or the right to purchase shares of Common Stock or such convertible or exchangeable securities other than as described in Sections 1.02 or convertible security outstanding as of the Issue Date;1.03; or (Di) for a change in the par value of Common Stock. If any event described in Section 1.07 (a) through (d) occurs, the Holder will receive the rights upon exercise, unless, prior to any exercise, the rights have separated from the Common Stock; or . If the rights have separated, the Exercise Price will be decreased at the time of separation as provided by Section 1.02 or 1.03, as applicable, subject to readjustment in the event of expiration, termination or redemption of such rights. Notwithstanding the foregoing, no adjustment need be made to the Exercise Price pursuant to Section 1.01, 1.02, 1.03, 1.04 or 1.05 if the Holder participates (E) for accrued as a result of holding this Warrant, and unpaid dividends on at the Series A Preferred Stocksame time as Common Stock holders participate), subject to notice of such participation to the Holder, in the transaction that would otherwise trigger the applicable adjustment, as if the Holder held a number of shares of Common Stock issuable upon exercise of this Warrant. No adjustment need be made if the Common Stock to be issued upon exercise will actually receive the consideration provided in, or be subject to, the transaction that would otherwise trigger the adjustment.