Common use of Cash Payments in Lieu of Fractional Shares Clause in Contracts

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Stock on final Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's delivery to the Holder of cash or a combination of cash and the full number of shares of Capital Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interest, if any, to, but not including, the conversion date. As a result, accrued and unpaid interest and additional interest, if any, to, but not including, the conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on the Securities so converted; provided that no such payment need be made (i) for conversions on or following March 1, 2014; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the Trading Day after the corresponding interest payment date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Common Stock on the final Conversion Payment Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's ’s delivery to the Holder of the full Settlement Amount as determined in accordance with Section 9.01(c) in cash or a combination of cash and the full number of shares of Capital Common Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such interest payment date on the Securities so converted; provided that no such payment need be made (i) for conversions with a Conversion Date on or following March 1after June 15, 2014; 2013, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment date; , or (iii) to the extent of any overdue interest, if interest (including any overdue interest exists Additional Interest) existing at the time of conversion with respect to of such Security.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of SecuritiesNotes. Instead the Company shall deliver cash for the current market value of the fractional sharecash, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Stock on final Trading Day of the related Observation Period by the fractional amount and rounding the product rounded to the nearest whole cent, for such fractional shares based on the Daily VWAP of the Common Stock on the applicable Conversion Date or Mandatory Conversion Date, as applicable. The Company's ’s delivery to the Holder of cash or a combination of cash and the full number of shares of Capital Stock, if applicable, Common Stock together with any cash payment for any fractional share, share into which a Security Note is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the SecurityNote; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date or the Mandatory Conversion Date, as applicable. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date or the Mandatory Conversion Date, as applicable, will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities Notes are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities Notes at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities Notes on the corresponding interest payment date Interest Payment Date notwithstanding the conversion. SecuritiesNotes, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment dateInterest Payment Date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such Interest Payment Date on the Securities Notes so converted; provided provided, that no such payment need be made (i) for conversions on or following March 1, 2014the Regular Record Date immediately preceding Stated Maturity; (ii) if the Company has provided a specified a Mandatory Conversion Date in a Notice of Mandatory Conversion; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment dateInterest Payment Date; or (iiiiv) to the extent of any overdue interestinterest (including any overdue Additional Interest), if any overdue interest exists at the time of conversion with respect to such SecurityNote.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Common Stock on the final Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's ’s delivery to the Holder of the full Settlement Amount as determined in accordance with Section 11.01(c) in cash or a combination of cash and the full number of shares of Capital Common Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such interest payment date on the Securities so converted; provided that no such payment need be made (i) for conversions on or following March July 1, 2014; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Common Stock on the final Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's ’s delivery to the Holder of the full Settlement Amount as determined in accordance with Section 11.01(c) in cash or a combination of cash and the full number of shares of Capital Common Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such interest payment date on the Securities so converted; provided that no such payment need be made (i) for conversions on or following March February 1, 20142012; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment date; or (iii) to the extent of any overdue interestinterest (including any overdue Additional Interest), if any overdue interest exists at the time of conversion with respect to such Security.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of SecuritiesNotes. Instead the Company shall deliver cash for the current market value of the fractional sharecash, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Stock on final Trading Day of the related Observation Period by the fractional amount and rounding the product rounded to the nearest whole cent, for such fractional shares based on the Last Reported Sale Price of the Common Stock on the applicable Conversion Date. The Company's ’s delivery to the Holder of cash or a combination of cash and the full number of shares of Capital Stock, if applicable, Common Stock together with any cash payment for any fractional share, share into which a Security Note is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the SecurityNote; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities Notes are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities Notes at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities Notes on the corresponding interest payment date Interest Payment Date notwithstanding the conversion. SecuritiesNotes, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment dateInterest Payment Date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such Interest Payment Date on the Securities Notes so converted; provided that no such payment need be made (i) for conversions on or following March 1, 2014the Regular Record Date immediately preceding Stated Maturity; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment dateInterest Payment Date; or (iii) to the extent of any overdue interestinterest (including any overdue Additional Interest), if any overdue interest exists at the time of conversion with respect to such SecurityNote.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Common Stock on the final Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's ’s delivery to the Holder of the full Settlement Amount as determined in accordance with Section 11.01(c) in cash or a combination of cash and the full number of shares of Capital Common Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such interest payment date on the Securities so converted; provided that no such payment need be made (i) for conversions on or following March July 1, 20142017; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Capital Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share, subject to the Company's right to deliver one share of its Capital Stock in lieu of a fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Daily VWAP of a full share of Capital Common Stock on the final Trading Day of the related Observation Period by the fractional amount and rounding the product to the nearest whole cent. The Company's ’s delivery to the Holder of the full Settlement Amount as determined in accordance with Section 11.01(c) in cash or a combination of cash and the full number of shares of Capital Common Stock, if applicable, together with any cash payment for any fractional share, into which a Security is convertible, will be deemed to satisfy in full the Company's ’s obligation to pay (i) the principal amount of the Security; and (ii) accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion dateConversion Date. As a result, accrued and unpaid interest and additional interestAdditional Interest, if any, to, but not including, the conversion date Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding paragraph, if Securities are converted after 5:00 p.m., New York City time, on a regular Regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding interest payment date notwithstanding the conversion. Securities, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any regular Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on such interest payment date on the Securities so converted; provided that no such payment need be made (i) for conversions on or following March January 1, 20142012; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Trading Day after the corresponding interest payment date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.