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 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.

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) 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) 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 (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 [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 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) 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 (i) a Holder elects to convert Securities pursuant to as described in Section 13.01(a)(iv5.01(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)(without giving effect to the proviso in clause (2)) of the definition thereof, 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 shall 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 will by which the Conversion Rate shall be increased shall be determined by reference to the table attached as Schedule A hereto, which shall constitute part of this Supplemental Indenture, 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)(without giving effect to the proviso in such clause (2)) 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 will set forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.045.04. (d) The 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 of Securities. The exact Share actual Stock Prices and Effective Dates 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 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 45.00 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 5.04), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. (iii) If the Share Stock Price is less than $11.83 18.94 per Common Share share (subject to adjustmentadjustment in the same manner as the Conversion Rate as set forth in Section 5.04), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Shares Stock issuable upon conversion exceed 84.5309 52.7983 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 13.045.04. (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) 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) 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.