Common use of Number of Additional Shares Clause in Contracts

Number of Additional Shares. The number of Additional Shares by which the Conversion Rate shall be increased shall be determined by reference to the table below, with reference to the date such Fundamental Change transaction becomes effective (the “Fundamental Change Effective Date”) and the price (the “Share Price”) paid per share of Common Stock in such Fundamental Change transaction. If the holders of Common Stock receive only cash in the Fundamental Change transaction, the Share Price shall be the cash amount paid per share of Common Stock. Otherwise, the Share Price shall be the average of the Closing Prices of the Common Stock on the five Trading Days immediately prior to but not including the Fundamental Change Effective Date. As of any date upon which the Conversion Rate is adjusted pursuant to Section 13, the Share Prices set forth in the first row of the table below shall be adjusted by the Company such that the adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted pursuant to Section 13. If the Share Price is between two Share Prices in the table, or the Fundamental Change Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Prices and the two Effective Dates, as applicable, based on a 365-day year. If the Share Price is in excess of $40.00 per share (subject to adjustment as set forth herein), or if the Share Price is less than $4.00 per share (subject to adjustment as set forth herein), no Additional Shares will be added to the Conversion Rate. [·]-09 50.0000 46.0003 41.5267 34.8385 26.1594 21.1836 14.3705 10.9497 7.2809 5.6892 [·]-10 50.0000 43.9440 39.6511 33.0145 25.0260 20.2654 13.5942 10.2582 7.0385 5.1628 [·]-11 50.0000 41.1360 37.1115 30.9136 23.4248 18.7203 12.7812 9.5478 6.4523 5.0291 [·]-12 50.0000 37.2409 33.5946 27.9166 21.1402 16.8786 11.3230 8.6454 5.7261 4.4736 [·]-13 50.0000 31.9489 28.7922 24.0022 18.0230 14.3540 9.6154 7.3421 4.9131 3.8419 [·]-14 50.0000 24.8885 22.1294 18.3662 13.7871 11.0362 7.3390 5.5413 3.6946 2.7682 [·]-15 50.0000 22.2222 13.4875 10.6574 7.9701 6.3473 4.2364 3.1793 2.1144 1.5746 [·]-16 50.0000 22.2222 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Notwithstanding the foregoing, in no event will the number of Additional Shares of Common Stock by which the Conversion Rate is adjusted pursuant to this Section 11 exceed 50.0000 shares, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 13.