Common use of Adjustments Upon Certain Fundamental Changes Clause in Contracts

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental Change, and holders of Common Shares receive only cash in that Fundamental Change, the Share Price shall be the cash amount paid per Common Share. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.04. (d) The table in Schedule A hereto sets forth the hypothetical Share Price and the number of Additional Shares to be received per $1,000 Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 per Common Share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 per Common Share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 13.1 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “"Additional Shares”") as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “"Share Price”") paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental Change, and holders of Common Shares receive only cash in that Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.0413.4. (d) The table in Schedule A hereto sets forth the hypothetical Share Price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 34.00 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 8.77 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 125.0000 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0413.4. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with at any time from, and including, the effective date of a transaction described therein Make-Whole Fundamental Change to, and including the transaction also constitutes a related Fundamental ChangeChange Repurchase Date, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light The Company will notify Holders of the expected or actual occurrence anticipated effective date of a any Make-Whole Fundamental Change will be deemed to have occurred in connection with and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfiedChange. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Change, and holders of Common Shares Stock receive only cash in that such Make-Whole Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Share Stock Prices set forth in the first row column headings of the table in Schedule A Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price 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 13.049.04. (d) The table in Schedule A Exhibit B hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Schedule AExhibit B, in which case: (i) If the Share Stock Price is between two Share Stock Price amounts in the 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 Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 98.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued added to the Conversion Rate upon conversion. (iii) If the Share Stock Price is less than $11.83 28.64 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Shares Stock issuable upon conversion exceed 84.5309 34.9162 shares of Common Shares Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.049.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of At the Company’s consolidated assets to another person or entity or other similar combination involving the Companyoption, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time lieu of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase increasing the Conversion Rate for Securities converted as described in connection with such Fundamental Change by Additional Shares as this Section 9.06 in the event of a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change, the Company shall (A) deliver may elect to make a cash payment in respect of the amount of Common Additional Shares, based on the Conversion Rate then in effect without regard . Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares to be added issuable upon conversion determined by reference to the Conversion Rate as described above table in this Section 13.05 , on Exhibit B multiplied by the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date effective share price of the transaction which constitutes a Make-Whole Fundamental Change, deliver an amount of Reference Property equal to . Any such election by the amount of Reference Property that would have been issuable Company will be disclosed in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental ChangeChange Company Notice. Once this notice has been provided, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is may not Ineligible Considerationmodify or withdraw its election. (f) If Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Holder converts Securities prior to the effective date of any Make-Whole Fundamental Change that would result in an adjustment to on the Conversion Rate and later of (i) five days after the effectiveness of such Make-Whole Fundamental Change does not occur, and (ii) the Holder will not be entitled to any Additional Sharessettlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to its Notes as described in Section 13.01(a)(iv15.01(b) in connection with the occurrence of a transaction described therein and in clause (1) or (2) of the transaction also constitutes a definition of Fundamental ChangeChange that occurs prior to June 4, 2011, the Company will increase the Conversion Rate for such Securities shall be increased the Notes so surrendered for exchange by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when No increase in the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred Conversion Rate in connection with such conversion shall occur, however, if at least 90% of the consideration received or to be received by holders of Common Stock, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the Fundamental Change notwithstanding consists of Publicly Traded Securities and as a result of this transaction or transactions the fact that a Security may then be Notes become convertible because another condition to conversion has been satisfiedinto such Publicly Traded Securities, excluding cash payments for fractional shares. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, in paragraph (d) below and is based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Changethereof, and holders of Common Shares Stock receive only cash in that such Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Stock Price shall be the average of the Closing Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Stock Prices set forth in the first row of the table in Schedule A hereto below shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Stock Price 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 13.0415.06. (d) The following table in Schedule A hereto sets forth the hypothetical Share Price Stock Price, the Effective Date and the number of Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount principal amount of SecuritiesNotes. June 1, 2006 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2007 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2008 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2009 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 1, 2010 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] June 4, 2011 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The exact Share Stock Prices and Effective Dates may not be set forth in the table in Schedule Aabove, in which case: (ia) If the Share Stock Price is between two Share Stock Price amounts in the 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 Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (iib) If the Share Stock Price is greater than in excess of $62.00 [ ] per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 15.06), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iiic) If the Share Stock Price is less than $11.83 [ ] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation15.06), amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by no Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to will be added to the Conversion Rate as described above Rate. Notwithstanding anything in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal 15.07 to the amount contrary, in no event will the total number of Reference Property that would have been issuable in respect shares of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been Common Stock issuable upon conversion of the Securities immediately after giving effect Notes exceed [ ] shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment in the Fundamental Change based on same manner as the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Considerationset forth in Section 15.06. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 13.1 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “"Additional Shares”") as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “"Share Price”") paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental ChangeChange in Control, and holders of Common Shares receive only cash in that the Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price 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 13.0413.4. (d) The table in Schedule A hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 [1,000] Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 [l] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 [l] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 125.0000 Common Shares per $1,000 [1,000] Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0413.4. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with at any time from, and including, the effective date of a transaction described therein Make-Whole Fundamental Change to, and including the transaction also constitutes a related Fundamental ChangeChange Repurchase Date, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light The Company will notify Holders of the expected or actual occurrence anticipated effective date of a any Make-Whole Fundamental Change will be deemed to have occurred in connection with and issue a press release as soon as practicable after the Company first determines the anticipated effective date of such Make-Whole Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfiedChange. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Change, and holders of Common Shares Stock receive only cash in that such Make-Whole Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Share Stock Prices set forth in the first row column headings of the table in Schedule A Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price 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 13.049.04. (d) The table in Schedule A Exhibit B hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Stock Prices and Effective Dates relating to a Make-Whole Fundamental Change may not be set forth in the table in Schedule AExhibit B, in which case: (i) If the Share Stock Price is between two Share Stock Price amounts in the 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 Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 100 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued added to the Conversion Rate upon conversion. (iii) If the Share Stock Price is less than $11.83 29.70 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued added to the Conversion Rate upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Shares Stock issuable upon conversion exceed 84.5309 33.6700 shares of Common Shares Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.049.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of At the Company’s consolidated assets to another person or entity or other similar combination involving the Companyoption, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time lieu of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase increasing the Conversion Rate for Securities converted as described in connection with such Fundamental Change by Additional Shares as this Section 9.06 in the event of a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change, the Company shall (A) deliver may elect to make a cash payment in respect of the amount of Common Additional Shares, based on the Conversion Rate then in effect without regard . Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares to be added issuable upon conversion determined by reference to the Conversion Rate as described above table in this Section 13.05 , on Exhibit B multiplied by the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date effective share price of the transaction which constitutes a Make-Whole Fundamental Change, deliver an amount of Reference Property equal to . Any such election by the amount of Reference Property that would have been issuable Company will be disclosed in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental ChangeChange Company Notice. Once this notice has been provided, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is may not Ineligible Considerationmodify or withdraw its election. (f) If Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Holder converts Securities prior to the effective date of any Make-Whole Fundamental Change that would result in an adjustment to on the Conversion Rate and later of (i) five days after the effectiveness of such Make-Whole Fundamental Change does not occur, and (ii) the Holder will not be entitled to any Additional Sharessettlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 13.1 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental ChangeChange in Control, and holders of Common Shares receive only cash in that the Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price 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 13.0413.4. (d) The table in Schedule A hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 [1,000] Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 [l] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 [l] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 125.0000 Common Shares per $1,000 [1,000] Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0413.4. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with a transaction described therein and Fundamental Change (as determined after giving effect to any exceptions or exclusions to such definition, including, without limitation, the transaction also constitutes a Fundamental Changelast paragraph in Section 12.01(a)), the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “"Additional Shares”") as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding only if: (A) in the fact case of a Fundamental Change described in clause (ii) of the definition of Fundamental Change, such Securities are surrendered for conversion from and after the date that is 30 calendar days prior to the anticipated Effective Date of such Fundamental Change through and including the Business Day immediately preceding the related Fundamental Change Purchase Date, or (B) in the case of a Security may then be convertible because another condition Fundamental Change described in clauses (i), (iii) and (iv) of the definition of Fundamental Change, such Securities are surrendered for conversion from and after the Effective Date of such Fundamental Change through and including the Business Day immediately proceeding the related Fundamental Change Purchase Date. The Company shall notify Holders at least 30 calendar days prior to conversion has been satisfiedthe anticipated Effective Date of any Fundamental Change described in clause (ii) of the definition of Fundamental Change. (b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “"Share Price”") paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental Change, and holders of Common Shares receive only cash in that Fundamental Change, the Share Price shall be the cash amount paid per Common Share. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.04. (d) The table in Schedule A hereto sets forth the hypothetical Share Price and the number of Additional Shares to be received per $1,000 Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 45.00 per Common Share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 10.10 per Common Share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 99.0099 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s 's consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 13.05, on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will shall be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 6.01 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 date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Changethereof, and holders of Common Shares Stock receive only cash in that such Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price 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 13.046.04. (d) The table in Schedule A hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Schedule A, in which case: (i) If the Share Stock Price is between two Share Stock Price amounts in the 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 Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 85.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.04), no Additional Shares will be issued upon conversion. (iii) If the Share Stock Price is less than $11.83 21.59 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Shares Stock issuable upon conversion exceed 84.5309 46.3177 shares of Common Shares Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.046.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with a transaction described therein and the transaction also constitutes a Fundamental ChangeChange that is consummated on or before March 15, 2010, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares will shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Changethereof, and holders of Common Shares Stock receive only cash in that such Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. OtherwiseIn all other cases, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will set forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.046.05. (d) The table in Schedule A hereto sets forth In the hypothetical Share Price and event that the number of Additional Shares to be received per $1,000 Principal Amount of Securities. The exact Share Stock Prices and Effective Dates may relating to a Fundamental Change are not be set forth in the table in Schedule A, in which casethen: (i) If the Share Stock Price is between two Share Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 50.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.05), no Additional Shares will be issued upon conversion. (iii) If the Share Stock Price is less than $11.83 6.50 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments adjustment in the same manner as the Conversion Rate as set forth in Section 13.04. (e) If the Company is a party to any reclassification of the Common 6.05), no Additional Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable issued upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Considerationconversion. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If (i) a Holder elects to convert Securities pursuant to as described in Section 13.01(a)(iv6.01(a)(iv) in connection with a corporate transaction described therein as specified thereunder and the such corporate transaction also constitutes a Fundamental ChangeChange described in clause (1) or (2) of the definition thereof, the Conversion Rate for such Securities shall will be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring will be deemed to have occurred “in connection with” such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A I hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Changethereof, and holders of Common Shares Stock receive only cash in that such Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Stock Prices set forth in the first row of the table in Schedule A I hereto (i.e., column headers) shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Stock Price 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 13.046.04. (d) The table in Schedule A I hereto sets forth the hypothetical Share Price and the number of Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount of Securities. The exact Share Securities at the Stock Prices and Effective Dates set forth therein. The exact Stock Price and Effective Date for a Fundamental Change may not be set forth in the table in Schedule AI, in which case: (i) If the Share Stock Price is between two Share Stock Price amounts in the 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 Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 110.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.04), no Additional Shares will be issued upon conversionadded to the Conversion Rate. (iii) If the Share Stock Price is less than $11.83 45.54 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.04), no Additional Shares will be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Shares Stock issuable upon conversion exceed 84.5309 21.9587 shares of Common Shares Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.046.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 13.1 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental ChangeChange in Control, and holders of Common Shares receive only cash in that the Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price 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 13.0413.4. (d) The table in Schedule A hereto sets forth the hypothetical Share Price stock price and the number of Additional Shares additional shares to be received per $1,000 [1,000] Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 [•] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 [•] per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 125.0000 Common Shares per $1,000 [1,000] Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0413.4. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 16.01 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Price”) paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental Change, and holders of Common Shares receive only cash in that Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.0416.04. (d) The table in Schedule A hereto sets forth the hypothetical Share Price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 • per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 • per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 • Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0416.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) 11.01 above in connection with a transaction described therein and the transaction also constitutes a Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of Common Shares (the “"Additional Shares”") as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion 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 date on which the Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “"Share Price”") paid per Common Share in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii) of the definition of Fundamental Change, and holders of Common Shares receive only cash in that Fundamental Change, the Share Price shall be the cash amount paid per Common Shareshare. Otherwise, the Share Price shall be the average of the Closing Sale Prices of Common Shares over the five Trading-Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. 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 the adjustment giving rise to the Share Price share price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.0411.04. (d) The table in Schedule A hereto sets forth the hypothetical Share Price and the number of Additional Shares additional shares to be received per $1,000 Principal Amount of Securities. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Price amounts in the 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 Share Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Price is greater than $62.00 40.00 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. (iii) If the Share Price is less than $11.83 7.86 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 127.2264 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0411.04. (e) If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Consideration. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 13.01(a)(iv) in connection with a transaction described therein and the transaction also constitutes Fundamental Change other than a Fundamental ChangeChange resulting from Continuing Directors ceasing to constitute at least a majority of the Company’s board of directors, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Shares Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will shall be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 6.01 has been satisfied. (b) The number of Additional Shares will shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Share Stock Price”) paid per share of Common Share Stock in the Fundamental Change. If the Fundamental Change is a transaction described in clause (ii2) of the definition of Fundamental Changethereof, and holders of Common Shares Stock receive only cash in that such Fundamental Change, the Share Stock Price shall be the cash amount paid per Common Shareshare. OtherwiseIn all other cases, the Share Stock Price shall be the average of the Closing Last Reported Sale Prices of Common Shares Stock over the five Trading-Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. (c) The Share Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Share Stock Prices shall equal the Share Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will set forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.046.04. (d) The table in Schedule A hereto sets forth In the hypothetical Share Price and event that the number of Additional Shares to be received per $1,000 Principal Amount of Securities. The exact Share Stock Prices and Effective Dates may relating to a Fundamental Change are not be set forth in the table in Schedule A, in which casethen: (i) If the Share Stock Price is between two Share Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Share Stock Price is greater than $62.00 19.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 6.04), no Additional Shares will be issued upon conversion. (iii) If the Share Stock Price is less than $11.83 5.10 per Common Share share (subject to adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 84.5309 Common Shares per $1,000 Principal Amount of Securities, subject to adjustments adjustment in the same manner as the Conversion Rate as set forth in Section 13.04. (e) If the Company is a party to any reclassification of the Common 6.04), no Additional Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company, in each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05 , on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable issued upon conversion of the Securities immediately after giving effect to the Fundamental Change based on the Conversion Rate as increased by the Additional Shares; provided, such Reference Property is not Ineligible Considerationconversion. (f) If a Holder converts Securities prior to the effective date of any Fundamental Change that would result in an adjustment to the Conversion Rate and the Fundamental Change does not occur, the Holder will not be entitled to any Additional Shares.