Common use of Additional Adjustments Clause in Contracts

Additional Adjustments. (a) The Company may, in its sole discretion, increase the Conversion Rate as its Board of Directors deems advisable to avoid or diminish any income tax to Holders of its Common Stock resulting from any dividend or distribution of Capital Stock issuable upon conversion of the Notes (or rights to acquire Capital Stock) or from any event treated as such for income tax purposes. (b) The Company may, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 Business Days if its Board of Directors has determined that such increase would be in the Company’s best interests. If its Board of Directors makes such determination, it will be conclusive. The Company will give Holders of Notes at least 15 days’ prior notice of such an increase in the Conversion Rate. (c) To the extent that the Company has a rights plan in effect upon any conversion of the Notes into Common Stock, a Holder shall receive, in addition to the Common Stock, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as described in Section 5.8. A further adjustment shall occur as described in Section 5.8, if such rights become exercisable to purchase different securities, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. (d) Following: (A) any reclassification of the Company’s Common Stock; (B) a consolidation, merger, binding share exchange or combination involving the Company; or (C) a conveyance, transfer, sale, lease or other disposition to another Person or entity of all or substantially all of the Company's assets; the settlement amount in respect of the Company’s conversion obligation will be computed as set forth in Section 5.2, based on the kind and amount of shares of stock, securities, other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Company's Common Stock equal to the applicable Conversion Rate multiplied by the number of Notes owned would have been entitled to receive in such transaction. However, if in any such transaction holders of the Company’s Common Stock would be entitled to elect the consideration for their Common Stock, the Company shall make adequate provisions so that upon conversion Holders of the Notes shall be entitled to elect, voting as a class, the consideration that they shall receive upon conversion of the Notes as described in Section 5.2, if applicable. (e) All calculations under this Article V shall be made to the nearest 1/10,000th of a share, as the case may be. (f) Except as otherwise stated in this Article V, the Company will not be required to adjust the Conversion Rate for the issuance of shares of the Company’s Common Stock, including in connection with satisfaction of the Company’s conversion obligation in a combination of cash and shares of the Company’s Common Stock, or any securities convertible into or exchangeable for shares of the Company’s Common Stock or the right to purchase shares of the Company’s Common Stock or such convertible or exchangeable securities.

Additional Adjustments. (a) The Company may, in its sole discretion, increase the Conversion Rate as its Board of Directors deems advisable to avoid or diminish any income tax to Holders of its Common Stock resulting from any dividend or distribution of Capital Stock issuable upon conversion of the Notes (or rights to acquire Capital Stock) or from any event treated as such for income tax purposes. (bi) The Company may, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 Business Days if its the Board of Directors (taking into account, among other considerations, the impact of possible income or withholding taxes on the Holders) has determined that such increase would be in the Company’s best interests. If its Board of Directors makes such determination, it will be conclusive. The Company will give Holders holders of Notes Convertible Preferred Stock at least 15 days’ days prior notice of such an increase in the Conversion Rate. (cii) To the extent that the Company has a rights plan in effect upon any conversion of the Notes Convertible Preferred Stock into Common Stock, a Holder shall receive, in addition to the Common Stock, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as described in Section 5.813(c). A further adjustment shall occur as described in Section 5.8, 13(c) if such rights become exercisable to purchase different securities, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. (diii) Following: (A) any reclassification of the Company’s Common Stock; (B) a consolidation, merger, binding share exchange or combination involving the Company; or; (C) a conveyance, transfer, sale, lease or other disposition to another Person or entity of all or substantially all of the Company's ’s assets; or the settlement amount in respect of the Company’s conversion obligation will be computed as set forth in Section 5.213, based on the kind and amount of shares of stock, securities, other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Company's Common Stock equal to the applicable Conversion Rate multiplied by the number of Notes shares of Convertible Preferred Stock owned would have been entitled to receive in such transaction. However, if in any such transaction holders of the Company’s Common Stock would be entitled to elect the consideration for their Common Stock, the Company shall make adequate provisions so that upon conversion Holders each Holder of the Notes Convertible Preferred Stock shall be entitled to elect, voting as a class, elect the consideration that they shall receive upon conversion of the Notes Convertible Preferred Stock as described in Section 5.213, if applicable. (e) All calculations under this Article V shall be made to the nearest 1/10,000th of a share, as the case may be. (fiv) Except as otherwise stated in this Article VSection 13, the Company will not be required to adjust the Conversion Rate for the issuance of shares of the Company’s Common Stock, including in connection with satisfaction of the Company’s conversion obligation in a combination of cash and shares of the Company’s Common Stock, or any securities convertible into or exchangeable for shares of the Company’s Common Stock or the right to purchase shares of the Company’s Common Stock or such convertible or exchangeable securities.

Additional Adjustments. (a) The Company may, in its sole discretion, increase the Conversion Rate as its the Board of Directors deems advisable to avoid or diminish any income tax to Holders of its Common Stock the Securities resulting from any dividend or distribution of Capital Stock issuable upon conversion of the Notes Securities (or rights to acquire Capital Stock) or from any event treated as such for income tax purposes. (b) The Company may, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 Business Days if its the Board of Directors has determined that such increase would be in the Company’s best interests. If its the Board of Directors makes such determination, it will be conclusive. The Company will give Holders of Notes the Securities and the Trustee and the Conversion Agent at least 15 days’ prior notice of such an increase in the Conversion Rate. (c) To the extent that the Company has a rights plan in effect upon any conversion of the Notes Securities into Common Stock, a Holder shall will receive, in addition to the Common Stock, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as described in Section 5.810.08. A further adjustment shall will occur as described in Section 5.810.08 above, if such rights become exercisable to purchase different securities, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. (d) Following: (Ai) any reclassification of the Company’s Common Stock; (Bii) a consolidation, merger, binding share exchange or combination involving the Company; or (Ciii) a conveyance, transfer, sale, lease or other disposition to another Person or entity of all or substantially all of the Company's ’s assets; the settlement amount Settlement Amount in respect of the Company’s conversion obligation will be computed as set forth in Section 5.210.02 above, based on the kind and amount of shares of stock, securities, other property or assets (including cash or any combination thereof) that a holder of a number of shares holders of the Company's Common Stock equal to the applicable Conversion Rate multiplied by the number of Notes owned would have been are entitled to receive in such transaction. However, if respect of each share of Common Stock in any such transaction (the “Reference Property”) and Reference Property will be delivered in lieu of the shares of Common Stock that would have otherwise been deliverable upon conversion. If holders of the Company’s Common Stock would be entitled to elect the kind of consideration for their Common StockStock received in any transaction described in the previous sentence, the Company shall make adequate provision (which shall be similar to the provisions so of the election to be made holders of the Common Stock) whereby the Holders, treated as a single class, shall have the opportunity, on a timely basis, to determine the composition of the Reference Property that will replace the shares of Common Stock that would otherwise be delivered upon conversion conversion. Such determination shall be based on the weighted average of elections made by Holders of the Notes Securities who participate in such determination and shall be entitled subject to electany limitations to which all of the holders of the Common Stock are subject, voting such as a class, pro rata reductions applicable to any portion of the consideration that they payable. If no Holders participate in such election, then the kind of consideration for their Securities shall receive upon conversion be based on the weighted average of the Notes as described in Section 5.2, if applicable. (e) kind and amount of consideration received by the holders of the Common Stock that affirmatively make such an election. The determination of the Reference Property will apply to all of the Securities and the Company will notify the Trustee of the composition of the Reference Property promptly after it is determined. All calculations under this Article V 10 shall be made to the nearest 1/10,000th of a share, as the case may be. (fe) Except as otherwise stated Notwithstanding any other provision in this Article VIndenture, if on any Conversion Date there exists a Registration Default (as such term is defined in the Registration Rights Agreement), the Company will Holder of any Securities surrendered for conversion shall not be required entitled to adjust any Liquidated Damages under the Registration Rights Agreement; provided, however, that the Conversion Rate for the issuance of shares Securities surrendered for conversion on such date only shall be increased such that the Conversion Rate on such Conversion Date or on any Trading Day in determining the Settlement Amount pursuant to Section 10.02 shall be an amount equal to 103% of the Company’s Common Stock, including then applicable Conversion Rate on such date. The Company will not take any action that would result in connection an adjustment pursuant to this Section 10 without complying with satisfaction the shareholder approval rules of the Company’s conversion obligation in a combination of cash and shares of the Company’s Common Stock, The New York Stock Exchange or any securities convertible into or exchangeable for shares of stock exchange on which the Company’s Common Stock or is listed at the right to purchase shares of the Company’s Common Stock or such convertible or exchangeable securitiesrelevant time.

Additional Adjustments. If by the terms of the rights, options or warrants referred to in section 6.4, there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of (a) The Company maythe lowest purchase, in its sole discretion, increase the Conversion Rate as its Board of Directors deems advisable to avoid conversion or diminish any income tax to Holders of its exchange price per Common Stock resulting from any dividend or distribution of Capital Stock issuable upon conversion of the Notes (or rights to acquire Capital Stock) or from any event treated as such for income tax purposes. (b) The Company may, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 Business Days if its Board of Directors has determined that such increase would be in the Company’s best interests. If its Board of Directors makes such determination, it will be conclusive. The Company will give Holders of Notes at least 15 days’ prior notice of such an increase in the Conversion Rate. (c) To the extent that the Company has a rights plan in effect upon any conversion of the Notes into Common Stock, a Holder shall receive, in addition to the Common Stock, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as described in Section 5.8. A further adjustment shall occur as described in Section 5.8, if such rights become exercisable to purchase different securities, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. (d) Following: (A) any reclassification of the Company’s Common Stock; (B) a consolidation, merger, binding share exchange or combination involving the Company; or (C) a conveyance, transfer, sale, lease or other disposition to another Person or entity of all or substantially all of the Company's assets; the settlement amount in respect of the Company’s conversion obligation will be computed as set forth in Section 5.2, based on the kind and amount of shares of stock, securities, other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Company's Common Stock equal to the applicable Conversion Rate multiplied by the number of Notes owned would have been entitled to receive in such transaction. However, if in any such transaction holders of the Company’s Common Stock would be entitled to elect the consideration for their Common Stock, the Company shall make adequate provisions so that upon conversion Holders of the Notes shall be entitled to elect, voting as a class, the consideration that they shall receive upon conversion of the Notes as described in Section 5.2, if applicable. (e) All calculations under this Article V shall be made to the nearest 1/10,000th of a shareShare, as the case may be., if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and (fb) Except the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired. To the extent that any adjustment in the Conversion Price occurs pursuant to section 6.4 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants, the Conversion Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Conversion Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right. No adjustment in the Conversion Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Conversion Price and no adjustment will be made in the number of Common Shares issuable upon conversion unless it would result in a change of at least one one-hundredth of a Common Share, provided, however,’ that any adjustments which, except for the provisions of this section, would otherwise stated have been required to be made, will be carried forward and taken into account in this Article Vany subsequent adjustment. If at any time a dispute arises with respect to adjustments provided for in section 6.4, such dispute will be conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Company and any such determination will be binding upon the Company and the Investor and the Company will provide such auditors or accountants with access to all necessary records of the Company. If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other act only then no adjustment in the Conversion Price or the number of Common Shares issuable upon conversion will be required by reason of the setting of such record date. In the absence of a resolution of the directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will not be required deemed to adjust have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. As a condition precedent to the taking of any action which would require any adjustment in respect of conversion, including the Conversion Rate for Price and the issuance number of class of shares of or other securities which are to be received upon conversion, the Company’s Common Stock, including Company must take any corporate action which may be necessary in connection order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Investor are entitled to receive on conversion in accordance with satisfaction of the Company’s conversion obligation in a combination of cash and shares of the Company’s Common Stock, or any securities convertible into or exchangeable for shares of the Company’s Common Stock or the right to purchase shares of the Company’s Common Stock or such convertible or exchangeable securitiesprovisions thereof.