Extract to table

The Capped Call Transactions are expected to reduce potential dilution to the Company's common stock upon conversion of the Notes (or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be), with an effective cap price of $110

Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or the future

Each person receiving this Offering Memorandum acknowledges that such person has not relied on the Initial Purchasers in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of the Company, including the merits and risks involved, in making its investment decision

To the extent that the market price of the Company's common stock exceeds the cap price upon conversion of the Notes or at maturity, the Capped Call Transactions will not fully offset the potential dilution to the Company's common stock or the potential cash payments the Company is required to make in excess of the principal amount of the converted Notes

If the Company elects to redeem less than all of the outstanding Notes, at least $50,000,000 aggregate principal amount of Notes must be outstanding and not subject to redemption after giving effect to such partial redemption