Common use of Determining the Number of Additional Shares Clause in Contracts

Determining the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate will be increased for a Holder that converts its Notes in connection with a Make-Whole Fundamental Change shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Fundamental Change Effective Date”) and the price (the “Applicable Price”) paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the Make-Whole Fundamental Change is a transaction or series of transactions described in clause (2) of the definition of “Fundamental Change” and the consideration paid to holders of Common Stock in the Make-Whole Fundamental Change is composed entirely of cash, then the Applicable Price shall be the cash amount paid per share of Common Stock in such Make-Whole Fundamental Change. In all other cases, the Applicable Price shall be the average of the Closing Sale Prices per share of the Common Stock for the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Make-Whole Fundamental Change Effective Date. The Issuer’s Board of Directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Date of the event occurs, at any time during those five consecutive Trading Days.