Base Conversion Shares and Additional Conversion Shares. Notwithstanding anything herein to the contrary, with respect to any conversion or deemed conversion effected in connection with a Major Transaction pursuant to this Section 3, the aggregate total number of Major Transaction Company Shares into which all or any portion of the principal amount of this Note may be converted or, the aggregate number of conversion shares to be used for calculating the Successor Consideration, as applicable, shall be calculated to be the sum of (a) the number of Common Shares into which the principal amount of this Note then being converted would otherwise be converted as calculated under Section 2 hereof (such number of shares, the “Base Conversion Shares”), plus (b) the number of Common Shares equal to the product of (x) the Additional Share Coefficient (as such term is defined and determined for each $1,000 of principal amount of this Note on Schedule I attached hereto and made a part hereof) for such Major Transaction and (y) a fraction the numerator of which is the amount of the principal amount of this Note then being converted and the denominator of which is $1,000 (such number of Common Shares calculated in accordance with this clause (b), the “Additional Conversion Shares”).
Base Conversion Shares and Additional Conversion Shares. Notwithstanding anything herein to the contrary, with respect to any conversion or deemed conversion effected in connection with a Major Transaction (other than a Major Transaction described in clause (g) of the definition thereof) pursuant to Section 15.01(a), (i) the aggregate total number of Major Transaction Company Shares into which all or any portion of the outstanding principal amount of Notes held by each Holder may be converted and (ii) the aggregate number of Conversion Shares to be used for calculating the Successor Major Transaction Consideration for each Holder in respect of any Major Transaction, shall be calculated to be the sum of (A) the number of shares of Common Stock into which the outstanding principal amount of Notes then being converted by such Holder would otherwise be converted as calculated under Section 14.01(b) hereof (such number of shares, the “Base Conversion Shares”), plus (B) the number of shares of Common Stock equal to the product of (x) the Additional Share Coefficient (as such term is defined and determined for each $1,000 of outstanding principal amount of Notes then being converted by such Holder on Exhibit H attached hereto and made a part hereof) for such Major Transaction and (y) a fraction, the numerator of which is the principal amount of the Notes then being converted by such Holder and the denominator of which is $1,000 (such number of shares of Common Stock calculated in accordance with this clause (B), the “Additional Conversion Shares”). Notwithstanding anything to the contrary contained herein, if, following a Company Share Major Transaction another Major Transaction (other than a Major Transaction described in clause (g) of the definition thereof) shall occur, the Additional Share Coefficient shall be determined by reference to such Major Transaction that results in a determination of the greatest number of Additional Conversion Shares. Notwithstanding the foregoing or anything else to the contrary contained in this Article 15 or Article 16, in the event the issuance of any Additional Conversion Shares upon any Major Transaction Conversion in respect of a Company Share Major Transaction or any conversion of a Note during a Pending Redemption Period by any Holder of any Note would result in the violation of, or would require any approval of the stockholders of the Company that has not been previously obtained under, Section 312.03 of the New York Stock Exchange Listed Company Manual as in effect as of the C...
