Common use of Adjustment to Common Stock Delivered Upon Certain Fundamental Changes Clause in Contracts

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iv) above in connection with a Fundamental Change on or following the effective date of the transaction and the transaction has an effective date occurring on or prior to February 15, 2013, subject to Section 9.04 below, the Conversion Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion on or following the effective date of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv) and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 per share (subject to adjustment as set forth in clause (c) below) or less than $17.50 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, the Conversion Rate shall not exceed 57.1429 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.03, subject to adjustments set out in Section 9.02(a) through (e). (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.02. The adjusted Stock Prices will equal the Stock 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. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.02.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iv12.01(a)(iv) above in connection with a Fundamental Change on or following the effective date of the corporate transaction described therein and the transaction (1) has an effective date occurring on or prior to February November 15, 20132013 and (2) constitutes a Fundamental Change, subject to Section 9.04 12.04 below, the Conversion Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion on at a time when the Securities would be convertible in light of the expected or following the effective date actual occurrence of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv) and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 140.00 per share (subject to adjustment as set forth in clause (cd) below) or less than $17.50 35.26 per share (subject to adjustment as set forth in clause (cd) below), then no Additional Shares will be added to the Conversion Rateissued upon conversion. Notwithstanding the foregoing, the Conversion Rate shall not exceed 57.1429 28.3607 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) If a Holder elects to convert the Security as described in this Section 12.03 prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, the Holder will not be entitled to Additional Shares in connection with such conversion. (d) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock 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. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.0212.02. (e) Settlement of Securities tendered for conversion upon a Fundamental Change, as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 12.03 shall occur as follows: (i) if the last day of the applicable Observation Period for such Securities is prior to the third Scheduled Trading Day immediately preceding the Effective Date, the Company shall deliver shares of Common Stock or the Settlement Amount (together, in each case, with cash in lieu of fractional shares), determined in accordance with Section 12.01(d) by delivering the number of shares of Common Stock or the amount of cash and shares of Common Stock, as the case may be, based on the applicable Conversion Rate then in effect without such Additional Shares, as promptly as practicable immediately following the last day of the applicable Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate the increase in such amount of cash and Reference Property deliverable in lieu of Common Stock, as if the applicable Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the same Daily VWAP for each Trading Day in such Observation Period). If such increased amount results in an increase to the amount of cash to be paid to Holders, the Company will pay such increase in cash, and if such increased Settlement Amount results in an increase to the number of shares of Common Stock, the Company will deliver such increase by delivering Reference Property based on such increased number of shares of Common Stock. Any shares of Common SPtock to be delivered following the Effective Date shall be subject to Section 12.05 and shall be delivered in Reference Property. (ii) If the last day of the applicable Observation Period for such Securities is on or after the third Scheduled Trading Day immediately preceding the Effective Date, the Company shall deliver the shares of Common Stock or the Settlement Amount (together, in each case, with cash in lieu of fractional shares) determined in accordance with Section 12.01(d) (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (x) the Effective Date and (y) as promptly as practicable following the last day of the Observation Period. Any shares of Common Stock to be delivered on or following the Effective Date shall be subject to Section 12.05 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Conversion Rate or to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iv12.01(a)(iv) above in connection with a Fundamental Change on or following the effective date of the corporate transaction described therein and the transaction has an effective date occurring on or prior to February 15constitutes a Fundamental Change, 2013, subject to Section 9.04 belowthen, the Conversion Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion on at a time when the Securities would be convertible in light of the expected or following the effective date actual occurrence of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv) and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 80.00 per share (subject to adjustment as set forth in clause (cd) below) or less than $17.50 19.73 per share (subject to adjustment as set forth in clause (cd) below), then no Additional Shares will be added to the Conversion Rateissued upon conversion. Notwithstanding the foregoing, the Conversion Rate shall not exceed 57.1429 50.6842 shares of Common Stock per One Thousand Dollars ($1,000 1,000) principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) If a Holder elects to convert a Security as described in this Section 12.03 prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, the Holder will not be entitled to Additional Shares in connection with such conversion. (d) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock 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. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.0212.02. (e) Settlement of Securities tendered for conversion upon a Fundamental Change, as to which the Conversion Rate will be increased by Additional Shares pursuant to this Section 12.03 shall occur as follows: (i) if the last day of the applicable Observation Period for such Securities is prior to the third Scheduled Trading Day immediately preceding the Effective Date, the Company shall deliver cash or cash and shares of Common Stock (together, if shares of Common Stock, with cash in lieu of fractional shares), determined in accordance with Section 12.01(d) by delivering the amount of cash and shares of Common Stock based on the applicable Conversion Rate then in effect without such Additional Shares, as promptly as practicable immediately following the last day of the applicable Observation Period; provided that such Settlement Amount and related Daily Conversion Values shall be based on the Conversion Rate without giving effect to the Additional Shares to be added thereto as set forth in this subsection. As soon as practicable following the Effective Date, the Company shall calculate the increase in such amount of cash and Reference Property deliverable in lieu of Common Stock, as if the applicable Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the same Daily VWAP for each Trading Day in such Observation Period). If such increased amount results in an increase to the amount of cash to be paid to Holders, the Company will pay such increase in cash, and if such increased Settlement Amount results in an increase to the number of shares of Common Stock, the Company will deliver such increase by delivering Reference Property based on such increased number of shares of Common Stock. Any shares of Common Stock to be delivered following the Effective Date shall be subject to Section 12.04 and shall be delivered in Reference Property. (ii) If the last day of the applicable Observation Period for such Securities is on or after the third Scheduled Trading Day immediately preceding the Effective Date, the Company shall deliver the shares of Common Stock or the Settlement Amount (together, in each case, with cash in lieu of fractional shares) determined in accordance with Section 12.01(d) (such determination, for the avoidance of doubt, to include the number of Additional Shares to be added to the Conversion Rate as set forth in this subsection) on the later to occur of (x) the Effective Date and (y) as promptly as practicable following the last day of the Observation Period. Any shares of Common Stock to be delivered on or following the Effective Date shall be subject to Section 12.04 and shall be delivered in Reference Property. In no event shall the Company pay any such increase to the Conversion Rate or to the Settlement Amount if the transaction causing the increase to the Conversion Rate pursuant to this subsection never becomes effective.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant any time on or after the 30th Scheduled Trading Day prior to Section 9.01(a)(iv) above in connection with the anticipated effective date of a Fundamental Change on or following Change, until the related Designated Event Repurchase Date, and the effective date of the transaction and the transaction has an effective date occurring such event occurs on or prior to February 15June 20, 20132014, subject unless the Company elects to adjust the Applicable Conversion Rate and related Conversion Obligation as described below under Section 9.04 below12.04, the Applicable Conversion Rate (or, if applicable, the Settlement Amount) for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will ; provided, however, that no increase shall be deemed to have occurred made in connection with such Fundamental Change if such Securities are surrendered for conversion on or following the effective date case of a Fundamental Change if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of shares of capital stock or American Depositary Receipts in respect of shares of capital stock traded on NASDAQ or another U.S. securities exchange or quoted on another established automated over-the-counter trading market (or that will be so traded or quoted immediately following the transaction) and as a result of such transaction or transactions the Securities become convertible into cash and/or such shares of such capital stock or such American Depositary Receipts as described under Section 12.01(d) above. The Company shall notify Holders of the occurrence of any such Fundamental Change and issue a press release no later than 30 Scheduled Trading Days prior to the expiration anticipated effective date of the time during which Securities may be converted in respect of such transaction. Such notice shall also state whether such Fundamental Change shall constitute a Public Acquirer Change of Control and whether the Company will elect to adjust the Applicable Conversion Rate and related Conversion Obligations described below under Section 12.04. The Company shall settle conversions of such Securities as specified in Section 9.01(a)(ivdescribed under clause (d) and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfiedbelow. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 225.00 per share (subject to adjustment as set forth in clause (c) below) or less than $17.50 28.10 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Applicable Conversion RateRate (or Settlement Amount, as applicable). Notwithstanding the foregoing, the Applicable Conversion Rate shall not exceed 57.1429 35.5872 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Base Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Base Conversion Rate immediately prior to such adjustment and the denominator of which is the Base Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Base Conversion Rate as set forth in Section 9.0212.02. (d) If, as described above, the Company shall be required to increase the Applicable Conversion Rate (or Settlement Amount, as applicable) by the Additional Shares as a result of a Fundamental Change, Securities surrendered for conversion shall be settled as follows: (i) If the last day of the applicable Observation Period related to Securities surrendered for conversion is prior to the third Trading Day preceding the anticipated effective date of the Fundamental Change, the Company shall settle such conversion as described above under Section 12.01(d) by delivering the amount of cash and shares of Common Stock, if any, based on the Applicable Conversion Rate (or Settlement Amount, as applicable) otherwise applicable pursuant to Section 12.01(d) without regard to the number of Additional Shares to be added to the Applicable Conversion Rate as described above, on the third Trading Day immediately following the last day of the applicable Observation Period. In addition, as soon as practicable following the actual effective date of the Fundamental Change, the Company shall deliver the number of Additional Shares (or units of Reference Property) by which the Applicable Conversion Rate (or Settlement Amount, as applicable) was to be increased as described above. (ii) If the last day of the applicable Observation Period related to Securities surrendered for conversion is on or following the third Scheduled Trading Day preceding the anticipated effective date of the Fundamental Change, the Company shall settle such conversion as described above under Section 12.01(d) based on the Applicable Conversion Rate (or Settlement Amount, as applicable) as increased by the Additional Shares described above on the later to occur of (1) the actual effective date of the transaction and (2) third Trading Day immediately following the last day of the applicable Observation Period.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert exchange Securities pursuant to Section 9.01(a)(iv12.01(a)(iv) above in connection with a Fundamental Change on or following the effective date of the corporate transaction described therein and the transaction (1) has an effective date occurring on or prior to February December 15, 20132011 and (2) constitutes a Fundamental Change, then, subject to Section 9.04 12.04 below, the Conversion Exchange Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion exchange will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion on exchange at a time when the Securities would be exchangeable in light of the expected or following the effective date actual occurrence of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv) and notwithstanding the fact that a Security may then be convertible exchangeable because another condition to conversion exchange also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 140.00 per share (subject to adjustment as set forth in clause (cd) below) or less than $17.50 33.76 per share (subject to adjustment as set forth in clause (cd) below), then no Additional Shares will be added to the Conversion Rateissued upon exchange. Notwithstanding the foregoing, the Conversion Exchange Rate shall not exceed 57.1429 29.6209 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) If a Holder elects to exchange the Security as described in this Section 12.03 prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, the Holder will not be entitled to Additional Shares in connection with such exchange. (d) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Exchange Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Exchange Rate immediately prior to such adjustment and the denominator of which is the Conversion Exchange Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Exchange Rate as set forth in Section 9.0212.02.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iv12.01(a)(iii) above in connection with a Fundamental Change on or following the effective date of the corporate transaction described therein and the transaction has an effective date occurring on or prior to February 15, 2013, subject to Section 9.04 belowconstitutes a Fundamental Change, the Conversion Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion beginning on or following the actual effective date of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv) until the related Fundamental Change Purchase Date and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 140.00 per share (subject to adjustment as set forth in clause (c) below) or less than $17.50 39.16 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rateissued upon conversion. Notwithstanding the foregoing, the Conversion Rate shall not exceed 57.1429 25.5362 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock 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. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.0212.02. (d) In the event of an increase in the Conversion Rate above that which would result in the Securities, in the aggregate, becoming convertible into shares in excess of certain limitations set forth in the listing standards of the NYSE requiring stockholder approval, the Company shall, at its option, either obtain stockholder approval of such issuances or deliver cash in lieu of any shares otherwise deliverable upon conversions in excess of such limitations based on the Closing Sale Price of the Common Stock on the relevant Conversion Date, in the case of Physical Settlement, or on the VWAP of the Common Stock on each Trading Day of the relevant Conversion Period in respect of which, in lieu of delivering shares of Common Stock, the Company delivers cash pursuant to this paragraph, in the case of Combination Settlement.

Adjustment to Common Stock Delivered Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iv12.01(a)(iv) above in connection with a Fundamental Change on or following the effective date of the transaction and the transaction has an effective date occurring on or prior to February 15December 1, 20132011, subject to Section 9.04 12.04 below, the Applicable Conversion Rate for such converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion will be deemed to have occurred in connection with such Fundamental Change if such Securities are surrendered for conversion on or following the effective date of a Fundamental Change and prior to the expiration of the time during which Securities may be converted in respect of such Fundamental Change as specified in Section 9.01(a)(iv12.01(a)(iv) and notwithstanding the fact that a Security may then be convertible because another condition to conversion also has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price paid per share of Common Stock with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts set forth in such table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is greater than $100.00 200.00 per share (subject to adjustment as set forth in clause (c) below) or less than $17.50 43.96 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Applicable Conversion Rate. Notwithstanding the foregoing, the Applicable Conversion Rate shall not exceed 57.1429 22.7480 per $1,000 principal amount of Securities on account of adjustments pursuant to this Section 9.0312.03, subject to adjustments set out in Section 9.02(a12.02(a) through (e). (c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Base Conversion Rate of the Securities is otherwise adjusted pursuant to Section 9.0212.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Base Conversion Rate immediately prior to such adjustment and the denominator of which is the Base Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Base Conversion Rate as set forth in Section 9.0212.02.