Common use of Adjustment for Other Distributions Clause in Contracts

Adjustment for Other Distributions. (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute to all holders of its Common Stock any of its Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If If, after the Issue Date of the Securities, the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its Common Stock any of its assets excluding distributions of Capital Stock, assetsStock or equity interests referred to in Section 11.08(b), or debt securities or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (wx) any distribution distributions of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below11.06 and distributions of rights, (x) any distributions described warrants or options referred to in Section 10.06(a) above, 11.07 and (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to that are paid out of consolidated current net earnings or earnings retained in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities the business as shown on the books of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”), unless such cash dividends or other cash distributions are Extraordinary Cash Dividends) the Conversion Rate shall be increased so that the same shall be equal adjusted, subject to the rate determined by multiplying provisions of Section 11.08(c), in accordance with the formula: R’ = R x M M - F where: R’ = the adjusted Conversion Rate Rate. R = the current Conversion Rate. M = the Average Sale Price, minus, in effect immediately prior the case of a distribution to which Section 11.06(4) applies, for which (i) the opening of business record date shall occur on or before the record date for the distribution to which this Section 11.08(a) applies and (ii) the Ex-Dividend Date with respect to such distribution by a fraction: (i) Time shall occur on or after the numerator of which will be the Current Market Price date of the Common StockTime of Determination for the distribution to which this Section 11.08(a) applies, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by value (on the Board record date for the distribution to which this Section 11.08(a) applies) of Directors, any Capital Stock of the portion Company distributed in respect of Distributed Assets so distributed applicable to one each share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding in such Section 11.06(4) distribution. F = the fair market value (on the record date for the distribution to which this Section 11.08(a) applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Stock in the distribution to which this Section 11.08(a) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such Ex-Dividend Datecash distributed concurrently). Such increase The Board of Directors shall determine fair market values for the purposes of this Section 11.08(a). The adjustment shall become effective immediately after the opening record date for the determination of business on shareholders entitled to receive the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a11.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holdersapplies. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute to all or substantially all holders of its Common Stock any of its Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, above and (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”), and subject to Section 10.08(b) below, the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a)10.08. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) 10.08 by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock Capital Stock of, or similar equity interests in, a subsidiary Subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close opening of business on the record date Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If If, after the Company shallIssue Date, at any time or from time to time while the Notes are outstanding, distribute Guarantor distributes to all holders of its Common Stock Ordinary Shares any of its Capital Stock, assets, cash (including, without limitation, ordinary cash dividends and extraordinary cash dividends) or debt securities or any rights, warrants or options to purchase securities of the Company Guarantor (including securities of any Person other than the Guarantor, but excluding (w) any distribution of Capital Stock of, dividends or similar equity interests in, a Subsidiary or other business unit of the Company distributions referred to in Section 10.08(b) below18.6 and distributions of rights, (x) any distributions described warrants or options referred to in Section 10.06(a18.7), the Conversion Ratio in effect immediately prior to the Record Date (as defined in this Section 18.8) aboveshall be adjusted in accordance with the following formula: R' = R x M ----- M - F where: R' = the adjusted Conversion Ratio. R = the current Conversion Ratio in effect immediately prior to the Record Date. M = the Average Sale Price on the Record Date. F = the cash, if any, and the fair market value on the Record Date of the assets, securities, rights, warrants or options to be distributed in respect of each Ordinary Share in the distribution to which this Section 18.8 is being applied (y) any rights or warrants described including, in Section 10.07 above, (z) any all-the case of cash dividends or other cash distributions referred giving rise to in Section 10.09 below) (an adjustment, all such Capital Stock, assets, debt securities or rights to purchase securities cash distributed concurrently). For purposes of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”)18.8, the Conversion Rate fair market value shall be increased so that the same shall be equal to the rate reasonably determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined good faith by the Board of Directors, Directors of the portion Guarantor, whose determination shall be conclusive evidence of Distributed Assets so distributed applicable to one share such fair market value and which shall be evidenced by an Officer's Certificate of the Common Stock (determined on Guarantor delivered to the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date)Trustee. Such increase The adjustment shall become effective immediately after the opening record date for the determination of business on shareholders entitled to receive the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution 18.8 applies (for purposes of this Section 10.08(a) by reference to 18.8 only, the actual or when issued trading market for any Distributed Assets comprising all or part "Record Date"). The adjustment under this Section 18.8 shall be made irrespective of such distribution, it must in doing so consider whether the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest application of the Holders. (b) With respect to an adjustment pursuant to formula state above in this Section 10.08 where there has been 18.8 would result in a payment value of a dividend or other distribution on Common Stock R' that is less than the value of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.R.

Adjustment for Other Distributions. (a1) If In case the Company shall, at any time or from time to time while the Notes are outstanding, shall distribute to all holders of its Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of its Capital Stockthe Company, assets, whether voluntary or debt securities or involuntary) any rights, warrants or options to purchase securities shares of any class of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (including cash or securities) or rights or warrants to subscribe for or purchase any of its securities (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company those referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below3.07) (such Capital Stock, assets, debt securities or rights to purchase securities any of the Company being distributed foregoing hereinafter in this Section 10.08 3.08(a) called the “"Distributed Assets”)Securities") then, in each case, the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening date of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) fraction of which the numerator of which will shall be the Current Market Price per share of the Common StockStock on the record date mentioned below, and (ii) and the denominator of which will shall be the Current Market Price per share of the Common Stock minus on such record date less the fair market value, value on such record date (as determined by the Board of Directors, Directors of the portion Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee; provided, however, that in the case of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event Securities that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of are capital stock of, or similar equity interests in, a subsidiary or other business unit of the CompanyCompany that are listed or quoted on a national or regional exchange or market, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close fair market value of business on the record date with respect to such distribution by a fraction: (i) the numerator of which Distributed Securities shall be (a) the average of the closing sale sales prices of such Distributed Securities for the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five ten Trading Days commencing on and including the fifth Trading Day after the Exdate on which "ex-Dividend Date dividend trading" commences for such dividend or distribution on the principal Nasdaq National Market or such other national securities or regional exchange or inter-dealer quotation system market on which such securities the Distributed Securities are then listed or traded, plus (bquoted) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day Distributed Securities so distributed applicable to one share of Common Stock. Such adjustment shall become effective immediately after the Ex-Dividend Date record date for the determination of stockholders entitled to receive such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Pricedistribution.

Adjustment for Other Distributions. (a) If In the event the Company shall, at any time shall fix a record date for the making of a dividend or from time to time while the Notes are outstanding, distribute distribution to all holders of its Common Stock of any evidences of its Capital Stock, assets, indebtedness or debt securities assets or any rights, subscription rights or warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company those referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends 4.1 or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities dividends paid out of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”retained earnings), then in each such case the Conversion Rate Exercise Price shall be increased so that the same shall be equal to the rate determined adjusted by multiplying the Conversion Rate Exercise Price in effect immediately prior to the opening record date fixed for determination of business on the Ex-Dividend Date with respect stockholders entitled to receive such distribution by a fraction: (i) fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator of which will shall be such VWAP on such record date less the Current Market Price then per share fair market value at such record date of the Common Stock, and (ii) the denominator portion of which will be the Current Market Price such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock minus the fair market value, as determined by the Board of Directors, Directors in good faith. In either case the adjustments shall be described in a statement provided to each Holder of the portion of Distributed Assets assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date)Stock. Such increase adjustment shall be made whenever any such distribution is made and shall become effective immediately after the opening record date mentioned above. For purposes of business this Section 4.2, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on NYSE AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market or the New York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Ex-Dividend Date Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) on any day that the Trading Market on which the Common Stock is then listed is open for trading), (b) the volume weighted average price of the Common Stock for such distribution. In date (or the event that such distribution nearest preceding date) on the OTC Bulletin Board or the OTCQB, (c) if the Common Stock is not so madethen listed or quoted for trading on the OTC Bulletin Board or the OTCQB and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the Conversion Rate shall again be adjusted to be most recent bid price per share of the Conversion Rate which would then be Common Stock so reported, or (d) in effect if such distribution had not been declared. Except as set forth in the prior sentenceall other cases, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes a share of this Section 10.08(a) Common Stock as determined by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines an independent appraiser selected in good faith that determining by the fair market value during the Reference Period would not be Holders of a majority in the best interest of the Holders. (b) With respect Warrants then outstanding and reasonably acceptable to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator fees and expenses of which shall be (a) paid by the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale PriceCompany.

Adjustment for Other Distributions. (a) If Except as set forth in Section 8.14 of this Third Supplemental Indenture, if, after the Issue Date of the 2015 Notes, the Company shall, at any time distributes to all or from time to time while the Notes are outstanding, distribute to substantially all holders of its Common Stock any of its Capital Stockcash, assets, or debt securities or any rights, warrants or options to purchase securities of the Company assets (excluding (w) any distribution of Capital Stock of, or similar equity interests in, of a Subsidiary or other business unit of the Company referred to in Section 10.08(b8.8(b) below), or evidences of indebtedness issued by the Company (x) but excluding any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash and distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities Sections 8.6 and 8.7 of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”Third Supplemental Indenture), the Conversion Rate shall be increased so that adjusted in accordance with the same shall be equal to formula: R’ = R x M M – F where: R’ = the rate determined by multiplying adjusted Conversion Rate. R = the current Conversion Rate in effect immediately prior to Rate. M = the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price average of the Common Stock, and (ii) the denominator of which will be the Current Market Price Closing Sale Prices of the Common Stock minus over the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined ten consecutive Trading Day period ending on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective Trading Day immediately after the opening of business on preceding the Ex-Dividend Date for such distribution, subject to adjustment as provided herein. In F = the event that fair market value on the record date for the distribution to which this Section 8.8(a) applies of cash, assets (excluding any Capital Stock of a Subsidiary or business unit of the Company referred to in Section 8.8(b) below) or evidences of indebtedness to be distributed in respect of each share of Common Stock in the distribution to which this Section 8.8(a) applies (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). An adjustment to the Conversion Rate made pursuant to this Section 8.8(a) shall be made successively whenever any such distribution is made and shall become effective on the record date for such distribution. If any distribution described in this Section 8.8(a) is declared but not so paid or made, the new Conversion Rate shall again be adjusted readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment and (y) the date the distribution was to be have been paid or made, to the Conversion Rate which that would then be in effect if such distribution had not been declared. If, with respect to any distribution to which this Section 8.8(a) otherwise applies, the difference “M-F” as defined in the above formula is less than $1.00 or “F” is greater than “M”, then the adjustment provided by the preceding paragraphs in this Section 8.8(a) shall not be made and in lieu thereof, the following provision shall apply: from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a 2015 Note that converts such 2015 Note in accordance with the provisions of this Third Supplemental Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the 2015 Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the 2015 Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution. (b) Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes 8.14 of this Section 10.08(a) by reference to Third Supplemental Indenture, if, after the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest Issue Date of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of 2015 Notes, the Company pays a dividend or other makes a distribution on to all or substantially all holders of Common Stock consisting of shares Capital Stock of capital stock ofany class or series, or similar equity interests ininterests, of or relating to a subsidiary Subsidiary or other business unit of the Company, in each case which will be listed for trading on a stock exchange or automated quotation system (a “Spin-Off “), the Conversion Rate will shall be adjusted by multiplying in accordance with the formula: R’ = R x (1 + F/M) where: R’ = the adjusted Conversion Rate in effect immediately prior to Rate. R = the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) current Conversion Rate. M = the average of the closing sale prices Closing Sale Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five ten consecutive Trading Days Day period commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average effective date of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Pricedistribution.

Adjustment for Other Distributions. (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute to all holders of its Common Stock any distributes shares of its Capital Stock, assetsevidences of its indebtedness, other of its assets or debt securities property or any rights, options or warrants to acquire its Capital Stock or options other securities, to purchase securities all or substantially all holders of the Company Common Stock (excluding (wx) any distribution of Capital Stock ofdividends, distributions, rights, options or similar equity interests in, a Subsidiary or other business unit of the Company warrants referred to in Section 10.08(b) below, (x) any distributions described in 10.06 or Section 10.06(a) above, 10,07; (y) any rights dividends or warrants described distributions paid exclusively in Section 10.07 above, Cash; and (z) any allSpin-cash dividends or other cash distributions referred Offs to which the provisions set forth below in Section 10.09 below10.08(b) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”shall apply), then the Applicable Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening Close of business Business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Record Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be the average of the Closing Prices of the Common Stock over the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution; and (aii) the denominator of which shall be (x) the average of the closing sale prices Closing Prices of the capital stock Common Stock over the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution, minus (y) the fair market value (as determined by the Board of Directors) of such shares of Capital Stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Date for such distribution. If “the fair market value (as determined by the Board of Directors) of such shares of Capital Stock, evidences of indebtedness, assets, property or rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Date for such distribution” is equal to or greater than the “the average of the Closing Prices of the Common Stock over the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution” (as each such phrase is used above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of such Capital Stock, evidences of the indebtedness, other assets or property or rights, options or warrants to acquire the Company’s Capital Stock or other securities that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Applicable Conversion Rate in effect on the Record Date for the distribution. Any increase made under this Section 10.08(a) shall become effective immediately after the Close of Business on the Record Date for such distribution. If such distribution is not so paid or made, the Applicable Conversion Rate shall be decreased to be the Applicable Conversion Rate that would then be in effect if such distribution had not been declared. (b) Notwithstanding anything to the contrary in Section 10.08(a), if the Company pays any dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the Spin-Off (as defined below)) on a national or regional securities exchange (a “Spin-Off”), then the Applicable Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Close of Business on the tenth Trading Day immediately following, and including, the Ex-Date of the Spin-Off by a fraction: (i) the numerator of which will be the sum of (x) the average of the Closing Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth ten consecutive Trading Day after period immediately following, and including, the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or interSpin-dealer quotation system on which such securities are then listed or traded, plus Off and (by) the average of the Closing Prices of Common Stock over the five Trading Days commencing on and including the fifth ten consecutive Trading Day after period immediately following, and including, the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), Spin-Off; and (ii) the denominator of which is the average of the Closing Prices of Common Stock over the ten consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off. The adjustment to the Applicable Conversion Rate pursuant to this Section 10.08(b) shall occur on the tenth Trading Day immediately following, and including, the Ex-Date for the Spin-Off; provided that, for purposes of determining the Applicable Conversion Rate, in respect of any conversion during the ten Trading Days following the Ex-Date for any Spin-Off, references in this Section 10.08(b) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Average Sale PriceEx-Date for such Spin-Off and the relevant Conversion Date.

Adjustment for Other Distributions. (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its Capital Stocksubsidiaries, (ii) any cash or other assets of the Company or any of its subsidiaries (it being understood that this clause (ii) shall not apply to any dividend or distribution referred to in Section 5.01(a)(iv)), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company (other than rights, options or warrants with respect to which an adjustment shall have been made pursuant to Section 5.01(b) above), the Exercise Rate shall be adjusted in accordance with the formula: 19 -15- E' = E x M ---- M-F where: E' = the adjusted Exercise Rate; E = the Exercise Rate in effect on the record date referenced below; M = the Current Market Value; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of the assets, or debt securities or any securities, rights, warrants or options to purchase securities be distributed in respect of each share of Common Stock in the Company distribution to which this paragraph (excluding c) is being applied (w) any distribution including, in the case of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred giving rise to in Section 10.09 belowan adjustment, all such cash distributed concurrently). The fair market value for purposes of this paragraph (c) of all property (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being other than cash) distributed hereinafter in this Section 10.08 called the “Distributed Assets”), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date)an Independent Financial Advisor. Such increase The adjustment shall become effective immediately after the opening record date for the determination of business on stockholders entitled to receive the Ex-Dividend Date for such distributiondistributions to which this paragraph (c) applies. In the event that such distribution is not so made, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such distribution record date had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holdersfixed. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If the Company shall, at distributes to any time or from time to time while the Notes are outstanding, distribute to all holders holder of its Common Stock any of its Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities Affiliate of the Company such holder (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the than for fair market value, value consideration as determined by the Board of Directors, Directors of the portion Company) (i) any evidences of Distributed Assets so distributed applicable indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (other than cash dividends that do not constitute extraordinary cash dividends), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x M ----- M - F ----- and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: EP' = EP x E --- E' where: E' = the adjusted Exercise Rate. E = the current Exercise Rate on the record date referred to in this paragraph (c) below. EP' = the adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per share of Common Stock on the record date referred to in this paragraph (c) below. F = the fair market value (as determined in good faith by the Company's board of directors) on the record date referred to in this paragraph (c) below of the indebtedness, assets, rights, options or warrants distributable in respect of one share of Common Stock. The adjustments shall be made successively whenever any such distribution is made and shall become effective immediately after the Common Stock record date for the determination of stockholders entitled to receive the distribution. If any adjustment is made pursuant to clause (determined iii) above of this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrants shall be immediately readjusted as if "F" in the above formula was the fair market value on the basis record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00 (or is a negative number) then in lieu of the adjustment otherwise required by this subsection (c), the Company may elect to distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants which would have been distributed to such Ex-Dividend Date). Such increase shall become effective holders had such warrants been exercised immediately after prior to the opening of business on the Ex-Dividend Date record date for such distribution. In the event that such distribution is This subsection does not so made, the Conversion Rate shall again be adjusted apply to be the Conversion Rate which would then be securities convertible into or exchangeable or exercisable for any Common Stock referred to in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes subsection (b) of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders5.01. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If 52 Except as provided in Section 10.11, if, after the Issue Date of the Securities, the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its shares of Common Stock any of its Capital Stockdebt, assets, securities or debt securities assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (wx) any distribution distributions of Capital Stock ofreferred to in Section 10.6 and distributions of rights, warrants or options referred to in Section 10.7 and (y) payments made to redeem rights issued under any present or future rights agreement of the Company and (z) cash dividends or other cash distributions that do not exceed the per share amount of the immediately preceding regular cash dividend on the Common Stock and other cash dividends or distributions unless such other cash dividends or cash distributions are Extraordinary Cash Dividends) and unless the Holders of Securities may participate in the distribution without conversion, the Conversion Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 10.8, in accordance with the formula: R' = R x M ----- (M - F) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. M = the Average Sale Price F = the fair market value (on the record date for the distribution to which this Section 10.8 applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Stock in the distribution to which this Section 10.8 is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market value of the Subsidiary stock so distributed relative to the market value of the Common Stock, as discussed below. The Board of Directors of the Company shall determine fair market values for the purposes of this Section 10.8, except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests ininterests, of or relating to a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any alla "Spin-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”off"), the Conversion Rate fair market value of the securities to be distributed shall be increased so that equal the average of the daily Sales Prices of those securities for the five consecutive trading days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off and the average of the Sales Prices shall mean the average Sales Prices for the Company's Common Stock for the same five trading days. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall be equal to mean the rate determined by multiplying initial public offering price of such securities and the Conversion Rate in effect immediately prior to Average Sale Price, for purposes of this sentence, shall mean the opening of business Sales Price for the Company's Common Stock on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date)same trading day. Such increase The adjustment shall become effective immediately after the opening record date for the determination of business on shareholders entitled to receive the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If 10.8 applies, except that an adjustment related to a Spin-off shall become effective at the Board earlier to occur of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless 10 trading days after the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest effective date of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on Spin-off and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator initial public offering of which shall be the Average Sale Pricesecurities distributed in the Spin-off.

Adjustment for Other Distributions. 49 (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute to all holders of its Common Stock any of its Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “"Distributed Assets”"), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction:: 49 (i) the numerator of which will be the Current Market Price of the Common Stock, andand 49 (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders.50 (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction:: 50 (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “"Average Sale Price”"), and and 50 (ii) the denominator of which shall be the Average Sale Price.. 50 Section 10.9 Adjustment for Cash Dividends 50 Section 10.10 Adjustment for Certain Tender Offers or Exchange Offers 51 Section 10.11 Provisions Governing Adjustment to Conversion Rate 52 Section 10.12 Disposition Events 52 (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); 53 (b) any merger, consolidation or other combination involving the Company; or 53 (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; 53

Adjustment for Other Distributions. (a) If Except as set forth in Section 8.14 of this Supplemental Indenture, if, after the Issue Date of the Applicable Securities, the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its Common Stock any of its Capital Stockcash, assets, or debt securities or any rights, warrants or options to purchase securities of the Company assets (excluding (w) any distribution of Capital Stock of, or similar equity interests in, of a Subsidiary or other business unit of the Company referred to in Section 10.08(b8.8(b) below), or evidences of indebtedness issued by the Company (x) but excluding any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash and distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities Sections 8.6 and 8.7 of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”Supplemental Indenture), the Conversion Rate shall be increased so that adjusted in accordance with the same shall be equal to formula: R’ = R x M where: R’ = the rate determined by multiplying adjusted Conversion Rate. R = the current Conversion Rate in effect immediately prior to Rate. M = the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price average of the Common Stock, and (ii) the denominator of which will be the Current Market Price Closing Sale Prices of the Common Stock minus over the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined ten consecutive Trading Day period ending on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective Trading Day immediately after the opening of business on preceding the Ex-Dividend Date for such distribution, subject to adjustment as provided herein. In F = the event that fair market value on the record date for the distribution to which this Section 8.8(a) applies of cash, assets (excluding any Capital Stock of a Subsidiary or business unit of the Company referred to in Section 8.8(b) below) or evidences of indebtedness to be distributed in respect of each share of Common Stock in the distribution to which this Section 8.8(a) applies (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). An adjustment to the Conversion Rate made pursuant to this Section 8.8(a) shall be made successively whenever any such distribution is made and shall become effective on the record date for such distribution. If any distribution described in this Section 8.8(a) is declared but not so paid or made, the new Conversion Rate shall again be adjusted readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment and (y) the date the distribution was to be have been paid or made, to the Conversion Rate which that would then be in effect if such distribution had not been declared. If, with respect to any distribution to which this Section 8.8(a) otherwise applies, the difference “M-F” as defined in the above formula is less than $1.00 or “F” is greater than “M”, then the adjustment provided by the preceding paragraphs in this Section 8.8(a) shall not be made and in lieu thereof, the following provision shall apply: from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of an Applicable Security that converts such Applicable Security in accordance with the provisions of this Supplemental Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Applicable Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Applicable Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution. (b) Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes 8.14 of this Section 10.08(a) by reference to Supplemental Indenture, if, after the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest Issue Date of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of Applicable Securities, the Company pays a dividend or other makes a distribution on to all holders of Common Stock consisting of shares Capital Stock of capital stock ofany class or series, or similar equity interests ininterests, of or relating to a subsidiary Subsidiary or other business unit of the CompanyCompany (a “Spin-Off”), the Conversion Rate will shall be adjusted in accordance with the formula: where: R’ = the adjusted Conversion Rate. R = the current Conversion Rate. M = the average of the Closing Sale Prices of the Common Stock over the ten consecutive Trading Day period commencing on and including the Trading Day after the Ex-Dividend Date. F = the fair market value of the securities distributed in respect of each share of Common Stock for which this Section 8.8(b) applies shall mean the number of securities distributed in respect of each share of Common Stock multiplied by multiplying the average of the Closing Sale Prices of those securities distributed over the ten consecutive Trading Day period commencing on and including the Trading Day after the Ex-Dividend Date. An adjustment to the Conversion Rate made pursuant to this Section 8.8(b) shall become effective upon the opening of business on the day after the date fixed for determination of holders of the Common Stock entitled to receive such distribution in the Spin-Off. The Company shall not be required to calculate the conversion rate adjustment relating to any Spin-Off for the Applicable Securities until the third Business Day following the ten consecutive Trading Day period referred to above. If any dividend or distribution described in this Section 8.8(b) is declared but not so paid or made, the new Conversion Rate shall be readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment and (y) the date the dividend or distribution was to have been paid or made, to the conversion rate that would then be in effect if such dividend or distribution had not been declared. (c) In the case of a tender or exchange offer (but not including any purchases pursuant to a stock buy-back program that is compliant with Rule 10b-18 of the Exchange Act) made by the Company or any Subsidiary for all or any portion of the Common Stock (excluding any transactions solely involving odd lots of shares of Common Stock) that has expired and such tender or exchange offer (as amended upon the expiration thereof) requires the payment to stockholders of consideration per share of Common Stock in cash or other consideration having a fair market value that as of the Expiration Time (as defined below), exceeds the Closing Sale Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be adjusted in accordance with the formula below. R’ = R x F + (SP x S’) where: R = the Conversion Rate in effect immediately prior to the close of business on the record date with respect Expiration Time; R’ = the Conversion Rate in effect immediately after the Expiration Time; F = the fair market value of the aggregate consideration payable to stockholders (up to any maximum specified in the terms of the tender or exchange offer) for shares validly tendered or exchanged and not withdrawn as of the Expiration Time; S’ = the number of shares of Common Stock outstanding at the Expiration Time, excluding shares accepted for purchase or exchange pursuant to such distribution by a fraction: (i) tender offer or exchange offer; S = the numerator number of which shall be (a) shares of Common Stock outstanding at the Expiration Time, including any tendered or exchanged shares; and SP = the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share Closing Sale Prices of Common Stock over the five ten consecutive Trading Days Day period commencing on and including the fifth Trading Day after next succeeding the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale PriceExpiration Time.

Adjustment for Other Distributions. (a) If If, after the date hereof, the Company shall, at any time distributes to all or from time to time while the Notes are outstanding, distribute to substantially all holders of its Common Stock any of its Capital Stockdebt, assets, or debt securities or assets or any rights, warrants rights or options Options to purchase securities of the Company (including securities or cash, but excluding (wa) any distribution distributions of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred capital stock as to in which an adjustment is required pursuant to Section 10.08(b) below13.5, (xb) any distributions described in of rights or Options as to which an adjustment is required pursuant to Section 10.06(a) above13.6, (yc) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other distributions paid exclusively in cash distributions referred (as to in which Section 10.09 below13.8 applies) and (such Capital Stock, assets, debt securities or rights d) any Spin-off to purchase securities of which the Company being distributed hereinafter provisions set forth below in this Section 10.08 called the “Distributed Assets”13.7 shall apply), the Conversion Rate Price shall be increased so that decreased in accordance with the same shall be equal to the rate determined by multiplying formula: R1 = R × M - F where: R1 = the Conversion Rate Price in effect immediately prior to after the opening open of business on the Ex-Dividend Date with respect for such distribution; R = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution by a fraction: (i) distribution; M = the numerator of which will be the Current Market Price average of the Common Stock, and (ii) the denominator of which will be the Current Market Price Closing Sale Prices of the Common Stock minus for the ten (10) consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and F = the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so those assets, securities, rights, or Options to be distributed applicable to one in respect of each share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after prior to the opening open of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 13.7 where there has been a payment of a dividend or other distribution on the Common Stock of in shares of capital stock ofCapital Stock of any class or series, or similar equity interests ininterest, of or relating to a subsidiary Subsidiary or other business unit unit, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the CompanySpin-off) on a national securities exchange or reasonably comparable non-U.S. equivalent, which is referred to herein as a "Spin-off," the Conversion Rate Price will be adjusted by multiplying decreased based on the following formula: R1 = R × MP where: R1 = the Conversion Rate Price in effect immediately after the open of business on the Ex-Dividend Date for the Spin-off; R = the Conversion Price in effect immediately prior to the close open of business on the record date with respect to such distribution by a fraction: (i) Ex-Dividend Date for the numerator of which shall be (a) Spin-off; F = the average of the closing sale prices Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of the Common Stock over the five first ten (10) consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-off (such period, the "Valuation Period"); and MP = the average of the Closing Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Conversion Price under the preceding paragraph of this Section 13.7 will be made immediately after the open of business on the day after the last day of the Valuation Period, but will be given effect as of the open of business on the Ex-Dividend Date for the Spin-off. For purposes of determining the Conversion Price, in respect of any conversion during the ten (10) consecutive Trading Days commencing on the Ex-Dividend Date for any Spin-off, references within the portion of this Section 13.7 related to Spin-offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including the fifth Trading Day after including, the Ex-Dividend Date for such dividend or distribution on Spin-off to, but excluding, the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Pricerelevant Conversion Date.

Adjustment for Other Distributions. (a) If the Company shall, at any time or from time to time while the Notes are outstanding, distribute to all holders of its Common Stock any of its Capital Stock, assets, or debt securities or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “"Distributed Assets”"), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: (i) : the numerator of which will be the Current Market Price of the Common Stock, and (ii) and the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “"Reference Period”") used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) . With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) : the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “"Average Sale Price”"), and (ii) and the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (a) If If, after the date of the Original Agreement, the Company shall, at any time distributes to all or from time to time while the Notes are outstanding, distribute to substantially all holders of its Common Stock any of its Capital Stockdebt, assets, or debt securities or assets or any rights, warrants or options Options to purchase securities of the Company (including securities or cash, but excluding (wa) any distribution distributions of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred capital stock as to in which an adjustment is required pursuant to Section 10.08(b) below13.5, (xb) any distributions described in of Options as to which an adjustment is required pursuant to Section 10.06(a) above13.4, (yc) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other distributions paid exclusively in cash distributions referred (as to in which Section 10.09 below13.7 applies) and (such Capital Stock, assets, debt securities or rights d) any Spin-off to purchase securities of which the Company being distributed hereinafter provisions set forth below in this Section 10.08 called the “Distributed Assets”13.6 shall apply), the Conversion Rate Price shall be increased so that decreased in accordance with the same shall be equal to the rate determined by multiplying formula: R1 = R × M - F where: R1= the Conversion Rate Price in effect immediately prior to after the opening open of business on the Ex-Dividend Date with respect for such distribution; R = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution by a fraction: (i) distribution; M = the numerator of which will be the Current Market Price average of the Common Stock, and (ii) the denominator of which will be the Current Market Price Closing Sale Prices of the Common Stock minus for the ten (10) consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and F = the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so those assets, securities or Options to be distributed applicable to one in respect of each share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after prior to the opening open of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 13.6 where there has been a payment of a dividend or other distribution on the Common Stock of in shares of capital stock ofCapital Stock of any class or series, or similar equity interests ininterest, of or relating to a subsidiary Subsidiary or other business unit unit, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the CompanySpin-off) on a national securities exchange or reasonably comparable non-U.S. equivalent, which is referred to herein as a "Spin-off," the Conversion Rate Price will be adjusted by multiplying decreased based on the following formula: R1 = R × MP where: R1 = the Conversion Rate Price in effect immediately after the open of business on the Ex-Dividend Date for the Spin-off; R = the Conversion Price in effect immediately prior to the close open of business on the record date with respect to such distribution by a fraction: (i) Ex-Dividend Date for the numerator of which shall be (a) Spin-off; F = the average of the closing sale prices Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of the Common Stock over the five first ten (10) consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-off (such period, the "Valuation Period"); and MP = the average of the Closing Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Conversion Price under the preceding paragraph of this Section 13.6 will be made immediately after the open of business on the day after the last day of the Valuation Period, but will be given effect as of the open of business on the Ex-Dividend Date for the Spin-off. For purposes of determining the Conversion Price, in respect of any conversion during the ten (10) consecutive Trading Days commencing on the Ex-Dividend Date for any Spin-off, references within the portion of this Section 13.6 related to Spin-offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including the fifth Trading Day after including, the Ex-Dividend Date for such dividend or distribution on Spin-off to, but excluding, the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Pricerelevant Conversion Date.

Adjustment for Other Distributions. (a) If Subject to Section 10.08(b), if, after the Issue Date of the Securities, the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its Common Stock Ordinary Shares any of its assets (including securities or cash, but excluding distributions of Capital Stock, assetsStock referred to in Section 10.06 and distributions of Capital Stock or equity interests referred to in Section 10.08(b)), or debt securities evidence of indebtedness or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution distributions of Capital Stock ofrights, warrants or similar equity interests in, a Subsidiary or other business unit of the Company options referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”10.07), the Conversion Rate shall be increased so that the same shall be equal adjusted, subject to the rate determined by multiplying provisions of Section 10.08(c), in accordance with the formula: where: R’ = the adjusted Conversion Rate Rate. R = the current Conversion Rate. M = the Average Sale Price, minus, in effect immediately prior the case of a distribution to the opening of business on the Ex-Dividend Date with respect to such distribution by a fraction: which Section 10.06(c) applies, for which (i) the numerator of record date shall occur on or before the record date for the distribution to which will be the Current Market Price of the Common Stock, and this Section 10.08 applies and (ii) the denominator of which will be Ex Dividend Time shall occur on or after the Current Market Price date of the Common Stock minus Time of Determination for the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable distribution to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines 10.08 applies, the fair market value (on the record date for the distribution to which this Section 10.08 applies) of any distribution for purposes Capital Stock of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part Company distributed in respect of such distribution, it must in doing so consider the prices each share of Ordinary Shares in such market over the same period (the “Reference Period”Section 10.06(c) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining distribution. F = the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect for the distribution to such distribution by a fraction: (iwhich this Section 10.08 applies) the numerator of which shall be (a) the average of the closing sale prices assets, securities, rights, warrants or options to be distributed in respect of each Ordinary Share in the capital stock distribution to which this Section 10.08 is being applied (including, in the case of cash dividends or similar equity interest other cash distributions giving rise to an adjustment, all such cash distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”concurrently), and (ii) the denominator of which shall be the Average Sale Price.

Adjustment for Other Distributions. (ai) If the Company shall, at any time or from time to time while the Notes are this Warrant is outstanding, distribute to all or substantially all holders of its Common Stock any of its Capital StockStock (as defined in the Indenture), assets, or debt securities or any rights, warrants or options to purchase securities of the Company (excluding (w) any distribution of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above10(a)(i), (y) any rights or warrants described in Section 10.07 above, 10(b) and (z) any all-cash dividends or other cash distributions referred to in Section 10.09 below10(d)) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 10(c) called the “Distributed Assets”), the Conversion Rate shall be increased so that the same shall be equal and subject to the rate determined by multiplying the Conversion Rate in effect immediately prior to Section 10(c)(ii), then at the opening of business on of the Ex-Dividend Date with respect to for such distribution distribution: (A) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: : (i1) the numerator of which will be the Current Market Price of Per Common Share, less the Common Stock, and (ii) the denominator of which will be the Current Fair Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, Value of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date); and (2) the denominator of which will be the Current Market Price Per Common Share on such date specified in clause (1). (B) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (1) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(c)(i)(A); and (2) the denominator of which shall be the Exercise Price immediately after such adjustment. Such increase shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate Exercise Price and the number of Warrant Shares issuable shall again be adjusted to be the Conversion Rate Exercise Price and number of Warrant Shares issuable which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate Exercise Price be increased or the number of Warrant Shares issuable be decreased pursuant to this Section 10.08(a10(c). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (bii) With respect to an adjustment pursuant to this Section 10.08 10(c) where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock Capital Stock (as defined in the Indenture) of, or similar equity interests in, a subsidiary Subsidiary or other business unit of the Company, then at the Conversion Rate opening of business of the Ex-Dividend Date for such distribution: (A) The Exercise Price will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution Exercise Price by a fraction: : (i1) the numerator of which shall be the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (athe “Average Sale Price”); and (2) the denominator of which shall be (x) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (by) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”Price specified in clause (1), and. (iiB) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(c)(ii)(A) and (B) the denominator of which shall be the Average Sale PriceExercise Price immediately after such adjustment.

Adjustment for Other Distributions. (a) If Except as provided in Section 10.11, if, after the Issue Date of the Securities, the Company shall, at any time or from time to time while the Notes are outstanding, distribute distributes to all holders of its shares of Common Stock any of its Capital Stockdebt, assets, securities or debt securities assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (wx) any distribution distributions of Capital Stock ofreferred to in Section 10.6 and distributions of rights, warrants or options referred to in Section 10.7 and (y) payments made to redeem rights issued under any present or future rights agreement of the Company and (z) cash dividends or other cash distributions that do not exceed the per share amount of the immediately preceding regular cash dividend on the Common Stock and other cash dividends or distributions unless such other cash dividends or cash distributions are Extraordinary Cash Dividends) and unless the Holders of Securities may participate in the distribution without conversion, the Conversion Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 10.8, in accordance with the formula: R' = R x M ----- (M - F) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. M = the Average Sale Price F = the fair market value (on the record date for the distribution to which this Section 10.8 applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Stock in the distribution to which this Section 10.8 is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market value of the Subsidiary stock so distributed relative to the market value of the Common Stock, as discussed below. The Board of Directors of the Company shall determine fair market values for the purposes of this Section 10.8, except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests ininterests, of or relating to a Subsidiary or other business unit of the Company referred to in Section 10.08(b) below, (x) any distributions described in Section 10.06(a) above, (y) any rights or warrants described in Section 10.07 above, (z) any alla "Spin-cash dividends or other cash distributions referred to in Section 10.09 below) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company being distributed hereinafter in this Section 10.08 called the “Distributed Assets”off"), the Conversion Rate fair market value of the securities to be distributed shall be increased so that equal the average of the daily Sales Prices of those securities for the five consecutive trading days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off and the average of the Sales Prices shall mean the average Sales Prices for the Company's Common Stock for the same five trading days. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall be equal to mean the rate determined by multiplying initial public offering price of such securities and the Conversion Rate in effect immediately prior to Average Sale Price, for purposes of this sentence, shall mean the opening of business Sales Price for the Company's Common Stock on the Ex-Dividend Date with respect to such distribution by a fraction: (i) the numerator of which will be the Current Market Price of the Common Stock, and (ii) the denominator of which will be the Current Market Price of the Common Stock minus the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so distributed applicable to one share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date)same trading day. Such increase The adjustment shall become effective immediately after the opening record date for the determination of business on shareholders entitled to receive the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If 10.8 applies, except that an adjustment related to a Spin-off shall become effective at the Board earlier to occur of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless ten trading days after the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest effective date of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 where there has been a payment of a dividend or other distribution on Common Stock of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, the Conversion Rate will be adjusted by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction: (i) the numerator of which shall be (a) the average of the closing sale prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the five Trading Days commencing on Spin-off and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution on the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator initial public offering of which shall be the Average Sale Pricesecurities distributed in the Spin-off.

Adjustment for Other Distributions. (a) If If, after the date of the Original Agreement, the Company shall, at any time distributes to all or from time to time while the Notes are outstanding, distribute to substantially all holders of its Common Stock any of its Capital Stockdebt, assets, or debt securities or assets or any rights, warrants or options Options to purchase securities of the Company (including securities or cash, but excluding (wa) any distribution distributions of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company referred capital stock as to in which an adjustment is required pursuant to Section 10.08(b) below13.5, (xb) any distributions described in of Options as to which an adjustment is required pursuant to Section 10.06(a) above13.4, (yc) any rights or warrants described in Section 10.07 above, (z) any all-cash dividends or other distributions paid exclusively in cash distributions referred (as to in which Section 10.09 below13.7 applies) and (such Capital Stock, assets, debt securities or rights d) any Spin-off to purchase securities of which the Company being distributed hereinafter provisions set forth below in this Section 10.08 called the “Distributed Assets”13.6 shall apply), the Conversion Rate Price shall be increased so that decreased in accordance with the same shall be equal to the rate determined by multiplying formula: R1 = R × M – F M where: R1= the Conversion Rate Price in effect immediately prior to after the opening open of business on the Ex-Dividend Date with respect for such distribution; R = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution by a fraction: (i) distribution; M = the numerator of which will be the Current Market Price average of the Common Stock, and (ii) the denominator of which will be the Current Market Price Closing Sale Prices of the Common Stock minus for the ten (10) consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and F = the fair market value, as determined by the Board of Directors, of the portion of Distributed Assets so those assets, securities or Options to be distributed applicable to one in respect of each share of the Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Ex-Dividend Date). Such increase shall become effective immediately after prior to the opening open of business on the Ex-Dividend Date for such distribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such distribution had not been declared. Except as set forth in the prior sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.08(a). If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.08(a) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holders. (b) With respect to an adjustment pursuant to this Section 10.08 13.6 where there has been a payment of a dividend or other distribution on the Common Stock of in shares of capital stock ofCapital Stock of any class or series, or similar equity interests ininterest, of or relating to a subsidiary Subsidiary or other business unit unit, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the CompanySpin-off) on a national securities exchange or reasonably comparable non-U.S. equivalent, which is referred to herein as a “Spin-off,” the Conversion Rate Price will be adjusted by multiplying decreased based on the following formula: R1 = R × MP F + MP where: R1 = the Conversion Rate Price in effect immediately after the open of business on the Ex-Dividend Date for the Spin-off; R = the Conversion Price in effect immediately prior to the close open of business on the record date with respect to such distribution by a fraction: (i) Ex-Dividend Date for the numerator of which shall be (a) Spin-off; F = the average of the closing sale prices Closing Sale Prices of the capital stock Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of the Common Stock over the five first ten (10) consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-off (such period, the “Valuation Period”); and MP = the average of the Closing Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Conversion Price under the preceding paragraph of this Section 13.6 will be made immediately after the open of business on the day after the last day of the Valuation Period, but will be given effect as of the open of business on the Ex-Dividend Date for the Spin-off. For purposes of determining the Conversion Price, in respect of any conversion during the ten (10) consecutive Trading Days commencing on the Ex-Dividend Date for any Spin-off, references within the portion of this Section 13.6 related to Spin-offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including the fifth Trading Day after including, the Ex-Dividend Date for such dividend or distribution on Spin-off to, but excluding, the principal national securities exchange or inter-dealer quotation system on which such securities are then listed or traded, plus (b) the average of the Closing Prices over the five Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date for such dividend or distribution (the “Average Sale Price”), and (ii) the denominator of which shall be the Average Sale Pricerelevant Conversion Date.