Common use of Spin-Offs Clause in Contracts

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate shall be increased based on the following formula: where: BWER1 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic Warrant Exercise Rate under this clause (c)(ii) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but such distribution is not so made, the Basic Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock (other than pursuant to a Share Exchange Event) in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate shall be increased based on the following formula: where: BWER1 WER1 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Spin- Off; BWER0 WER0 = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic Warrant Exercise Rate under this clause (c)(iic) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but such distribution is not so made, the Basic Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c) Section 5.1.3 where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate shall be increased based on the following formula: WER1 = WER0 × (( FMV + SP0) ÷ SP0) where: BWER1 WER1 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 WER0 = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic Warrant Exercise Rate under this clause Section (c)(iib) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b)5.2.2. If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) Section 5.1.3 but such distribution is not so made, the Basic Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate shall be increased based on the following formula: where: BWER1 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic Warrant Exercise Rate under this clause (c)(ii) shall c)(ii)shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but c)but such distribution is not so made, the Basic Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c‎(c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate shall be increased based on the following formula: where: BWER1 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 = the Basic Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic Warrant Exercise Rate under this clause (c)(ii) shall c)(ii)shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but c)but such distribution is not so made, the Basic Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (cSection 2(c) where there has been a payment of a dividend or other distribution by on the Company to all or substantially all holders of its Common Stock in of shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to a subsidiary any of its subsidiaries or other business unit units of the Company Company, that are, or, when issued, will be, upon distribution, listed or quoted admitted for trading on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate Price shall be increased decreased based on the following formula: where: BWER1 , EP0 = the Basic Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 = the Basic Warrant Exercise Rate Price in effect immediately prior to the open of business on the Ex-Date end of the Spin-OffValuation Period; FMV EP’ = the arithmetic Exercise Price in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”), provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in to holders of the period of ten consecutive Valuation Trading Days commencing Common Stock on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such periodDividend Date, the “Valuation Period”)” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and SP0 MP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in over the Valuation Period. Any If any adjustment to the Basic Exercise Price is made pursuant to the portion of this Section 2(c) above, the Warrant Exercise Rate under this clause (c)(ii) Share Number shall be made adjusted by multiplying the Warrant Share Number in effect immediately after prior to such adjustment by a fraction, the Close numerator of Business which shall be the Exercise Price immediately prior to such adjustment, and the denominator of which shall be the Exercise Price immediately thereafter. The adjustment to the Exercise Price and Warrant Share Number under the portion this Section 2(c) above shall occur at the close of business on the last day Trading Day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the . If any dividend or distribution that constitutes a Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate Off is made in respect of any distribution of the type described in this clause (c) declared but such distribution is not so paid or made, the Basic Exercise Price and Warrant Exercise Rate Share Number shall be immediately readjusted, effective as of the date the Board board of Directors directors of the Company determines not to pay or make such dividend or distribution, to the Basic Exercise Price and Warrant Exercise Rate Share Number that would then be in effect at if such time dividend or distribution had not been declared or announced. For purposes of this Section 2(c), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), other than rights issued pursuant a stockholder rights plan, which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 2(c) (and no adjustment to the Exercise Price or Warrant Share Number under this Section 2(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and Warrant Share Number shall be made under this Section 2(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issuance Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and Warrant Share Number under this Section 2(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exercise Price and Warrant Share Number shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exercise Price and Warrant Share Number shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and Warrant Share Number shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 2(a), Section 2(b) and this Section 2(c), if any dividend or distribution to which this Section 2(c) is applicable also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 2(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 2(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 2(c) is applicable (the “Clause C Distribution”) and any Exercise Price and Warrant Share Number adjustment required by this Section 2(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exercise Price and Warrant Share Number adjustment required by Section 2(a) and Section 2(b) with respect thereto shall then be made, except that, if determined by the Company, (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date” within the meaning of Section 2(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 2(b).

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock (other than solely pursuant to a Share Exchange Event) in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate for each Series of Warrants shall be increased based on the following formula: where: BWER1 = the Basic applicable Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 = the Basic applicable Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten 10 consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic applicable Warrant Exercise Rate under this clause (c)(ii) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic applicable Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but such distribution is not so made, the Basic applicable Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic applicable Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company to all or substantially all holders of its Common Stock (other than solely pursuant to a Share Exchange Event) in shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company that will be, upon distribution, listed or quoted on a U.S. national or regional securities exchange (a “Spin-Off”), then the Basic Warrant Exercise Rate for each Series of Warrants shall be increased based on the following formula: where: BWER1 WER1 = the Basic applicable Warrant Exercise Rate in effect at the open of business on the Ex-Date of the Spin-Off; BWER0 WER0 = the Basic applicable Warrant Exercise Rate in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten 10 consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in the Valuation Period. Any adjustment to the Basic applicable Warrant Exercise Rate under this clause (c)(ii) shall be made immediately after the Close of Business on the last day of the Valuation Period, but shall become effective at the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic applicable Warrant Exercise Rate is made in respect of any distribution of the type described in this clause (c) but such distribution is not so made, the Basic applicable Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic applicable Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. With respect to an adjustment pursuant to this clause (c) where there has been a payment of If the Company pays a dividend or makes any other distribution by on the Company to all or substantially all holders Common Units of its Common Stock in shares of Capital Stock of any class or series, or similar equity interestsinterest, of or relating to a subsidiary Subsidiary or other business unit of the Company Company, that are, or, when issued, will be, upon distribution, listed or quoted admitted for trading on a U.S. national or regional securities exchange Principal Exchange (a “Spin-Off”), then the Basic Exercise Price and Warrant Exercise Rate Common Unit Number shall be increased based on adjusted pursuant to the following formula: where: BWER1 = the Basic Warrant Exercise Rate in effect formulas below. Such adjustments shall become effective at the open close of business on the Ex-Date last Trading Day of the ten (10) consecutive Trading Day period beginning on, and including, the first Trading Day following the Record Date (or, if the Common Units trade on an ex-dividend basis, following the ex-dividend date) for such Spin-Off; BWER0 Off on which the Capital Stock of such Subsidiary or other business unit begins to trade regular way on such Principal Exchange (the “Valuation Period”). Where: Nb = Warrant Common Unit Number before the Basic adjustment Na = Warrant Common Unit Number after the adjustment Eb = Exercise Rate in effect immediately prior to Price before the open of business on adjustment Ea = Exercise Price after the Ex-Date adjustment M = Average of the Spin-OffFair Market Values of one Common Unit over the Valuation Period; FMV = provided, however, that if the arithmetic average Fair Market Value of a Common Unit is being determined pursuant to clause (i)(z) of the Last Reported Sale Prices definition of “Fair Market Value,” “M” shall instead be the Fair Market Value of one Common Unit determined on one occasion at any time during the Valuation Period D = Average of the Fair Market Values of such Capital Stock or similar equity interest distributed to holders of the Common Stock Units applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off (or, if such Ex-Date is not a Valuation Trading Day, commencing on the immediately following Valuation Trading Day) (such period, the “Valuation Period”); and SP0 = the arithmetic average of the Last Reported Sale Prices of the Common Stock on each Trading Day comprised in Unit over the Valuation Period. Any adjustment For purposes of this adjustment, the Fair Market Value of such distribution shall be determined as if it were “Common Units” pursuant to the Basic Warrant definition of Fair Market Value. If the Exercise Rate under this clause (c)(ii) shall be made immediately after the Close Date for any exercise of Business on the last day of Warrants occurs during the Valuation Period, but the reference in the definition of “Valuation Period” to “ten (10)” shall become effective at be deemed replaced with such lesser number of Trading Days as have elapsed between the open of business on the Ex-Date for the Spin-Off, subject to Section 4.02(b). If an adjustment to the Basic Warrant Exercise Rate is made in respect of any distribution beginning of the type described Valuation Period and such Exercise Date in this clause (c) but such distribution is not so made, determining the Basic Exercise Price and Warrant Exercise Rate shall be readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been madeCommon Unit Number.