Common use of Certain Distributions Clause in Contracts

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securitiessecurities (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (II) upon their separation from the Common Stock or upon the occurrence of such triggering event), which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty (50) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or (y) the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). However, if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date the Company provides such notice and on or before the Close of delivery to Business on the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distributiondistribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement. Once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place. The Notes will not become convertible pursuant to this Section 5.01(C)(i)(3)(a) (such earlier date and time, but the “Certain Distributions Conversion Period End Date”Company will still be required to send notice of the distribution as described above), if each Holder participates in each casesuch distribution, even at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the Conversion Rate on the related Record Date for the distribution, multiplied by the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty-five (55) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding before the earlier of (i) such Ex-Dividend Date for such distribution and (2ii) the Company’s announcement announcement, if any, that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If If, prior to the Close of Business on the Business Day immediately preceding the Free Convertibility Date, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights or similar plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record declaration date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the such declaration date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before preceding the declaration date for such distribution is announceddistribution, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company Parent elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company Parent or rights to purchase the CompanyParent’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board Parent’s board of Directorsdirectors or a committee thereof, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to exchange Notes, to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty (50) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after Parent becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its exchange their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the CompanyParent’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common StockOrdinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventOrdinary Shares) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common StockOrdinary Shares, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock Ordinary Share has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and time(ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Ordinary Shares, of rights issued pursuant to a shareholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty (40) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such the triggering eventevent pursuant to which they become exercisable) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.03(A)(i), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan or the occurrence of any triggering event under a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation or triggering event.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty-five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least fifty five (if other than 55) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery the Company provides such notice and on or before the record date for such distribution by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Dayscontrary in this Section 5.01(C)(i)(3)(a), in either casethe case of any separation, before from the Ex-Dividend Date for such distribution. Once Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company has given be required to provide such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on notice before the Business Day immediately preceding after the Ex-Dividend Date for date the Company becomes aware of the event causing such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeseparation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))publicly announced; or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is publicly announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty (40) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given such notice, a Holder Holders may surrender convert all (or any portion in an Authorized Denomination) of its their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, plan so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such Record Date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))announced; or (II) distribute, to all or substantially all holders of Common Stock, any of our assets or securities of the Company or any rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 sixty (60) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; provided, however, that the Company may, at its election, instead send such notice at least 15 Scheduled Trading Days before such Ex-Dividend Date if (1) the Authorized Share Effective Date has occurred on or before the date the Company sends such notice; (2) the Company irrevocably elects Physical Settlement to apply to all conversions of Notes with a Conversion Date occurring during the period from, but excluding, the date of such notice to, and including, the Business Day immediately preceding such Ex-Dividend Date; and (3) the Company describes such irrevocable election in such notice; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company If, before March 1, 2029, Holdings elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company Holdings or rights to purchase the Company’s Holdings’ securities, which distribution per share of Common Stock has a value, as reasonably determined in good faith by the Board of DirectorsHoldings, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Exchange Notes, to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty seven (47) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its Exchange their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become Exchangeable pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to Exchange such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Exchange Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If If, before the Company Close of Business on the Business Day immediately before July 2, 2029, the Parent Guarantor elects to: : (I) distribute, to all or substantially all holders of Common StockClass A Ordinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as such rights have not separated from the Common Stock Class A Ordinary Shares and are not - 44 - exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock Class A Ordinary Shares or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Class A Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or or (II) distribute, to all or substantially all holders of Common StockClass A Ordinary Shares, assets or securities of the Company Parent Guarantor or rights to purchase the CompanyParent Guarantor’s securities, which distribution per share of Common Stock Class A Ordinary Share has a value, as reasonably determined by the Board of DirectorsParent Guarantor in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Class A Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Exchange Notes, to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan or the occurrence of any such triggering event under a shareholder rights plan, no later than the Business Day after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may Exchange their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Parent Guarantor’s announcement that such distribution will not take place; provided, that if the Company is then otherwise then permitted to elect settle Exchanges of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and then the Company may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date (or, if later in the Certain Distributions Notification case of any such separation of rights issued pursuant to a shareholder rights plan or the occurrence of any such triggering event under a shareholder rights plan, no later than the Business Day after the Company irrevocably elects Physical Settlement becomes aware that such separation or triggering event has occurred or will occur), in respect which case (x) the Company must settle all Exchanges of any conversions Notes with Conversion Dates that occur an Exchange Date occurring on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given provides such notice, a Holder may surrender all notice and on or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on before the Business Day immediately preceding before the Ex-Ex- Dividend Date for such distribution and (2) the Company’s or any earlier announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.by the

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 sixty-five (65) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: : (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty-five (55) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even if the Notes are not otherwise convertible at such time.such

Certain Distributions. If If, before December 15, 2028, the Company Guarantor elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company Guarantor or rights to purchase the CompanyGuarantor’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Exchange Notes, to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its Exchange their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become Exchangeable pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to Exchange such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Exchange Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: The Seller covenants and agrees that until March 31, 1997, it will retain and not distribute to its stockholders (I) distributeincluding, to all or substantially all holders of Common Stockwithout limitation, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence by means of a triggering eventdividend, except that such rights will be deemed to be distributed under this clause (Idissolution, stock redemption or stock repurchase) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average least $3 million of the Last Reported Sale Prices per share of Common Stock for Purchase Price (the ten (10) consecutive Trading Days ending on"Retained Amount"). The Purchaser agrees that, subject to the Seller's compliance with the covenant and including, the Trading Day immediately before the date such distribution is announced (determined in the manner agreement set forth in Section 3.9(i) of this Agreement, the third paragraph of Section 5.05(A)(ii)); or (II) distribute, Seller may distribute to all or substantially all holders of Common Stock, assets or securities its stockholders the balance of the Company Purchase Price at such times prior to or rights to purchase the Company’s securitiesafter March 31, which distribution per share of Common Stock has a value, 1997 and in such manner as reasonably determined by the Board of Directors, exceeding ten percent (10%) Directors of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date Seller may deem appropriate, and solely for such distribution is announced, then, in either casepurpose, the Company shall notify in writing all Holders Board of Directors of the NotesSeller shall be entitled to proceed as if the Seller's liability to the Purchaser under this Agreement and in respect of the transactions contemplated hereby is in no event greater than $3 million. After March 31, 1997, the Trustee Seller may distribute the Retained Amount to its stockholders; provided, however, that if on or prior to March 31, 1997, the Purchaser shall have notified the Seller of a claim for indemnification in accordance with this Article V, and such claim shall remain unresolved as of such date, the Seller shall retain and not distribute to its stockholders a portion of such Retained Amount which the Seller and the Conversion Agent (if other than Purchaser shall agree, or a panel of arbitrators referred to in Section 8.3(b) shall determine, to be sufficient to enable the Trustee) (Seller to satisfy such notificationclaim for indemnification to the extent it may be obligated with respect thereto. Upon final resolution of such claim, or at such earlier time as the Purchaser and the Seller may agree or such a panel of arbitrators may determine, the “Certain Distributions Notification”) (x) at least 25 Scheduled Trading Days or (y) if Seller may distribute to its stockholders the Company is otherwise then permitted to elect Physical Settlement (andbalance of such Retained Amount. The Purchaser, for the avoidance benefit of doubtitself, its successors and assigns, hereby irrevocably waives and agrees it will not assert against the Seller, any subsidiary of the Seller or any officer, director, employee, expert or stockholder of the Seller or any such subsidiary, any claim for the recovery of any such distribution permitted hereby, or for Damages for, or for other legal or equitable relief in respect of, the Company has not selected another Settlement Method to applydeclaration, payment, making or receipt of any such distribution permitted hereby under any federal, state, local or foreign law, statute or regulation (including, without limitation, any applicable bankruptcy, insolvency, fraudulent conveyance or other law affecting or protecting the rights of creditors or the Delaware General Corporation Law), and at common law, in equity or otherwise, notwithstanding the Certain Distributions Notification fact that as a result of any such distributions, the Company irrevocably elects Physical Settlement Seller may not have funds sufficient to indemnify the Purchaser in respect of any conversions with Conversion Dates that occur on claim for Damages asserted hereunder or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeotherwise.

Certain Distributions. If If, before November 15, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least fifty five (55) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware of that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before February 17, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company Guarantor elects to: (IA) distribute, issue to all or substantially all holders of Common Stock, any the Ordinary Shares rights, options or warrants (other than in connection with a rights plan prior to the separation of the relevant rights from the Ordinary Shares, upon which separation, such rights shall be deemed issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventSection 7.01(c)(i)) entitling them, such holders for a period of not more than sixty (60) 45 calendar days after the record date Issue Date of such distribution, issuance to subscribe for or purchase shares of Common Stock Ordinary Shares, at a price per share that is Ordinary Share less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) Ordinary Shares over the 10 consecutive Trading Days Day period ending on, and including, on the Trading Day immediately before preceding the declaration date for such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))issuance; or (IIB) distribute, distribute to all or substantially all holders of Common Stockthe Ordinary Shares, assets or the Guarantor’s assets, debt securities of the Company or rights to purchase securities of the Company’s securitiesGuarantor (other than in connection with a rights plan prior to the separation of the relevant rights, upon which separation, such rights shall be deemed issued pursuant to this Section 7.01(c)(i)), which distribution per share of Common Stock has a per Ordinary Share value, as reasonably determined by the Board of DirectorsGuarantor in good faith, exceeding ten percent (10%) % of the Last Reported Sale Price per share of Common Stock the Ordinary Shares on the Trading Day immediately before preceding the declaration date for such distribution is announceddistribution, then, in either case, the Company Issuer shall notify in writing all the Holders of the Notes, the Trustee and the Conversion Agent (if other not less than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (y) or, if later in the case of any such separation of rights issued pursuant to a rights plan or the occurrence of any such triggering event under a rights plan, as soon as reasonably practicable after the Issuer becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company Issuer is then otherwise then permitted to elect settle exchanges of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected irrevocably elected another Settlement Method to applyfor exchanges of Notes), and then the Issuer may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Certain Distributions Notification Issuer shall settle all exchanges of Notes with an Exchange Date occurring during the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur period on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Issuer provides such notice and before the such Ex-Dividend Date for (or, if earlier, the date on which the Issuer announces that such distributionissuance or distribution will not take place) by Physical Settlement, and the Issuer shall describe the same in such notice. Once the Company has given Issuer gives such notice, a Holder Holders may surrender all or any portion of its their Notes for conversion exchange at any time until the earlier of (1x) the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2y) the CompanyGuarantor’s announcement that such issuance or distribution will not take place place; provided that Holders may not exchange their Notes pursuant to this subsection (such earlier date c)(i) if they participate, at the same time and time, upon the “Certain Distributions Conversion Period End Date”)same terms as holders of the Ordinary Shares and solely as a result of holding the Notes, in each caseany of the transactions described in clause (A) or (B) of this subsection (c)(i) without having to exchange their Notes as if they held a number of Ordinary Shares equal to the Exchange Rate, even if multiplied by the principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder.

Certain Distributions. If If, before June 15, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before May 1, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such Record Date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventdate) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty-five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan or the occurrence of any such triggering event under a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such Record Date.

Certain Distributions. If If, before March 15, 2030, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least fifty five (55) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send written notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such Record Date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before April 1, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides ‌ ​ ​ ​ such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If If, before June 1, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least twenty five (25) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution (or, if later in the “Certain Distributions Notification”case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may Convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become Convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to Convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle Conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all Conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeConversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))announced; or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten fifteen percent (1015%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty (50) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty-five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (IA) distributeissue, to all or substantially all holders of any Class of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling themsuch Holders, for a period of not more than sixty (60) calendar days after the record announcement date of such distributionissuance, to subscribe for or purchase shares of such Class of Common Stock Stock, at a price per share that is less than the average of the Last Reported Sale Prices per share of such Class of Common Stock for the ten (10) consecutive Trading Days Day period ending on, and including, the Trading Day immediately before the date preceding such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))announcement date; or (IIB) distribute, to all or substantially all holders of any Class of Common Stock, assets or debt securities of the Company, or any rights to purchase securities of the Company or (other than pursuant to a rights to purchase the Company’s securitiesplan), which distribution has a per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of such Class of Common Stock on the Trading Day immediately before preceding the date of announcement of such distribution is announceddistribution, then, in either each case, (I) the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted prior to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such issuance or distribution. Once ; (II) upon the Company has given Company’s giving of such notice, a Holder may surrender all or any a portion of its Notes for conversion at any time until the earlier of (1i) the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the such Ex-Dividend Date for such distribution and (2ii) the Company’s announcement that such issuance or distribution will shall not take place (place; provided, however, that no Holder may convert Notes pursuant to this Section 12.01(a)(iii)(1) if such earlier date Holder is entitled to participate in such issuance or distribution as a result of holding, and timewithout having to convert, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeNotes.

Certain Distributions. If If, before March 1, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least sixty five (65) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution (or, if later in the “Certain Distributions Notification”case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in accordance with the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten fifteen percent (1015%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 eighty (80) Scheduled Trading Days or before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before August 15, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least thirty (30) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) 60 calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) % of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (if other than y) once the TrusteeCompany has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If If, before December 15, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 twenty-five (25) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty forty-five (6045) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company Parent elects to: (IA) distribute, issue to all or substantially all holders of the Common Stock, any Shares rights, options or warrants (other than in connection with a rights plan prior to the separation of the relevant rights from the Common Shares, upon which separation, such rights shall be deemed issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventSection 7.01(c)(i)) entitling them, such holders for a period of not more than sixty (60) 45 calendar days after the record date Issue Date of such distribution, issuance to subscribe for or purchase shares of Common Stock Shares, at a price per share that is Common Share less than the average of the Last Reported Sale Prices per share of the Common Stock for Shares over the ten (10) 10 consecutive Trading Days Day period ending on, and including, on the Trading Day immediately before preceding the declaration date for such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))issuance; or (IIB) distribute, distribute to all or substantially all holders of the Common StockShares, assets or the Parent’s assets, debt securities of the Company or rights to purchase securities of the Company’s securitiesParent (other than in connection with a rights plan prior to the separation of the relevant rights, upon which separation, such rights shall be deemed issued pursuant to this Section 7.01(c)(i)), which distribution per share of Common Stock has a per Common Share value, as reasonably determined by the Board of DirectorsParent in good faith, exceeding ten percent (10%) % of the Last Reported Sale Price per share of the Common Stock Shares on the Trading Day immediately before preceding the declaration date for such distribution is announceddistribution, then, in either case, the Company Issuer shall notify in writing all Holders of the NotesHolders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 not less than 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (y) or, if later in the case of any such separation of rights issued pursuant to a rights plan or the occurrence of any such triggering event under a rights plan, as soon as reasonably practicable after the Issuer becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company Issuer is then otherwise then permitted to elect settle exchanges of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected irrevocably elected another Settlement Method to applyfor exchanges of Notes), and then the Issuer may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Certain Distributions Notification Issuer shall settle all exchanges of Notes with an Exchange Date occurring during the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur period on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Issuer provides such notice and before the such Ex-Dividend Date for (or, if earlier, the date on which the Issuer announces that such distributionissuance or distribution will not take place) by Physical Settlement, and the Issuer shall describe the same in such notice. Once the Company has given Issuer gives such notice, a Holder Holders may surrender all or any portion of its their Notes for conversion exchange at any time until the earlier of (1x) the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2y) the CompanyParent’s announcement that such issuance or distribution will not take place place; provided that Holders may not exchange their Notes pursuant to this subsection (such earlier date c)(i) if they participate, at the same time and time, upon the “Certain Distributions Conversion Period End Date”)same terms as holders of the Common Shares and solely as a result of holding the Notes, in each caseany of the transactions described in clause (A) or (B) of this subsection (c)(i) without having to exchange their Notes as if they held a number of Common Shares equal to the Exchange Rate, even if multiplied by the principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder.

Certain Distributions. If If, before January 2, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution (or, if later in the “Certain Distributions Notification”case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may Convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become Convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to Convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle Conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all Conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeConversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, Table of Contents then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 45 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distributiondistribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after we become aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time. No Holder may convert any of its Notes pursuant to the condition in this Section 5.01(C)(i)(3)(a) if such Holder otherwise participates in such distribution, at the same time and upon the same terms as holders of the Common Stock and as a result of holding the Notes, without having to convert such Notes, as if the Holder held a number of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common StockOrdinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventOrdinary Shares) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common StockOrdinary Shares, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock Ordinary Share has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the “Certain Distributions Notification”earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Ordinary Shares, of rights issued pursuant to a shareholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution #92925316v9 is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical #92925316v9 Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical - 44 - Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of for such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, : (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of: (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If If, before July 15, 2030, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least twenty five (25) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty forty-five (6045) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, Table of Contents then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty (50) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will, subject to the following sentence, send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 sixty-five (65) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to the following sentence) on account of such distribution if each Holder participates, at the same time and time, on the “Certain Distributions Conversion Period End Date”)same terms as holders of Common Stock and solely by virtue of being a Holder, in each casesuch distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date. However, even if the Company is then otherwise permitted to settle conversions of Notes are by Physical Settlement, then the Company may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not otherwise convertible at take place) by Physical Settlement; and (y) such timenotice must state that all such conversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty five (55) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsDirectors (which determination will be conclusive), exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 twenty five (25) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If If, before April 1, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty (30) Scheduled Trading Days or before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before the Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Company provides such notice and on or before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date record date for such distribution by Physical Settlement; and (2y) the Company’s announcement such notice must state that all such distribution conversions will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timebe settled by Physical Settlement.

Certain Distributions. If If, before December 15, 2025, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten fifteen percent (1015%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least thirty five (35) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before May 15, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least fifty-five (55) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will still be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section (A) (i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 twenty-five (25) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 ten (10) Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty (30) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and time(ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If If, before July 1, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 35 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such Record Date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common StockShares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as such rights have not separated from the Common Stock Shares and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock Shares or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common StockShares, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock Share has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan or the occurrence of any such triggering event under a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day ​ ​ ​ immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Shares, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of Common Shares equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securitiessecurities (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (II) upon their separation from the Common Stock or upon the occurrence of such triggering event), which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty (50) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place. The Notes will not become convertible pursuant to this Section 5.01(C)(i)(3)(a) (such earlier date and time, but the “Certain Distributions Conversion Period End Date”Company will still be required to send notice of the distribution as described above), if each Holder participates in each casesuch distribution, even at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the Conversion Rate on the related Record Date for the distribution, multiplied by the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such date.

Certain Distributions. If If, before August 1, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is first publicly announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 twenty five (25) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its Convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become Convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to Convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeXxxxxx on such record date.

Certain Distributions. If If, before November 1, 2028, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securitiessecurities (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (II) upon their separation from the Common Stock or upon the occurrence of such triggering event), which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will still be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty fifth (45th) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty forty five (6045) calendar days after the record announcement date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company Guarantor elects to: (IA) distribute, issue to all or substantially all holders of Common Stock, any the Ordinary Shares or ADS rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as entitling such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, holders for a period of not more than sixty (60) 45 calendar days after the record date Issue Date of such distribution, issuance to subscribe for or purchase shares of Common Stock Ordinary Shares, at a price per share that is Ordinary Share less than the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares represented by one ADS on each such Trading Day), or to subscribe for or purchase the ADSs, at a price per share ADS less than the average of Common Stock for the ten (10) Last Reported Sale Prices of the ADSs, in each case, over the 10 consecutive Trading Days Day period ending on, and including, on the Trading Day immediately before preceding the date of announcement of such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))issuance; or (IIB) distribute, distribute to all or substantially all holders of Common Stockthe Ordinary Shares or ADSs, assets or the Guarantor’s assets, debt securities of the Company or rights to purchase securities of the Company’s securitiesGuarantor, which distribution per share of Common Stock has a per Ordinary Share value, as reasonably determined by the Guarantor’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the ADSs (divided by the number of Ordinary Shares represented by one ADS on such Trading Day), or a per ADS value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) % of the Last Reported Sale Price per share of Common Stock the ADSs, in each case, on the Trading Day immediately before preceding the date of announcement for such distribution is announceddistribution, then, in either case, the Company Issuer shall notify in writing all the Holders of the Notes, the Trustee and the Conversion Agent (if other not less than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 35 Scheduled Trading Days or (y) if the Company is otherwise then permitted prior to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such issuance or distribution. Once the Company has given Issuer gives such notice, a Holder Holders may surrender all or any portion of its their Notes for conversion exchange at any time until the earlier of (1x) the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2y) the CompanyGuarantor’s announcement that such issuance or distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each caseplace, even if the Notes are not otherwise convertible exchangeable at such time.

Certain Distributions. If If, before May 1, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is first publicly announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its Convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become Convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to Convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHxxxxx on such record date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty forty five (6045) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation, even if from the Notes are not otherwise convertible at Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If If, before June 1, 2027, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before September 15, 2025, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such Record Date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before February 2, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty-five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten fifteen percent (1015%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before June 1, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least thirty (30) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution (or, if later in the “Certain Distributions Notification”case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before July 15, 2025, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventStock) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii5.05.(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (if other than 45) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03.(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery the Company provides such notice and on or before the record date for such distribution by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Dayscontrary in this Section 5.01(C)(i)(3)(a), in either casethe case of any separation, before from the Ex-Dividend Date for such distribution. Once Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clause (I) above, in no event will the Company has given be required to provide such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on notice before the Business Day immediately preceding after the Ex-Dividend Date for date the Company becomes aware of the event causing such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeseparation.

Certain Distributions. If If, before January 3, 2028, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty five (45) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty forty-five (6045) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 thirty five (35) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each casesuch distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to (A) the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount of Notes held by such Holder on such date, even if the Notes are not otherwise convertible at such timedivided by (B) $1,000.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten fifteen percent (1015%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least twenty five (if other than 25) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once ; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to this Section 5.01(C)(i)(3)(a) (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company Guarantor elects to: (IA) distribute, issue to all or substantially all holders of Common Stock, any the Ordinary Shares rights, options or warrants (other than in connection with a rights plan prior to the separation of the relevant rights from the Ordinary Shares, upon which separation, such rights shall be deemed issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventSection 7.01(c)(i)) entitling them, such holders for a period of not more than sixty (60) 45 calendar days after the record date Issue Date of such distribution, issuance to subscribe for or purchase shares of Common Stock Ordinary Shares, at a price per share that is Ordinary Share less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) Ordinary Shares over the 10 consecutive Trading Days Day period ending on, and including, on the Trading Day immediately before preceding the declaration date for such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii))issuance; or (IIB) distribute, distribute to all or substantially all holders of Common Stockthe Ordinary Shares, assets or the Guarantor’s assets, debt securities of the Company or rights to purchase securities of the Company’s securitiesGuarantor (other than in connection with a rights plan prior to the separation of the relevant rights, upon which separation, such rights shall be deemed issued pursuant to this Section 7.01(c)(i)), which distribution per share of Common Stock has a per Ordinary Share value, as reasonably determined by the Board of DirectorsGuarantor in good faith, exceeding ten percent (10%) % of the Last Reported Sale Price per share of Common Stock the Ordinary Shares on the Trading Day immediately before preceding the declaration date for such distribution is announceddistribution, then, in either case, the Company Issuer shall notify in writing all the Holders of the Notes, the Trustee and the Conversion Agent (if other not less than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 35 Scheduled Trading Days or (y) if the Company is otherwise then permitted prior to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distributionissuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a rights plan or the occurrence of any such triggering event under a rights plan, as soon as reasonably practicable after the Issuer becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given Issuer gives such notice, a Holder Holders may surrender all or any portion of its their Notes for conversion exchange at any time until the earlier of (1x) the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2y) the CompanyGuarantor’s announcement that such issuance or distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventdate) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the Record Date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such Record Date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 fifty five (55) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or (y) the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); however, if the Company is then otherwise then permitted to elect settle conversions by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected)) another Settlement Method to apply), then the Company may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, and in the Certain Distributions Notification that event, the Company irrevocably elects Physical Settlement in respect of any will be required to settle all conversions with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement, and the Company will describe the same in the notice; and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and time(ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the “Certain Distributions Conversion Period End Date”Company has not elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), then the Company may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in each case, even if which case (x) the Company must settle all conversions of Notes are with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not otherwise convertible at take place) by Physical Settlement; and (y) such timenotice must state that all such conversions will be settled by Physical Settlement.

Certain Distributions. If If, before January 2, 2029, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany in good faith, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least fifty five (55) Scheduled Trading Days before the Ex-Dividend Date for such notificationdistribution (or, if later in the “Certain Distributions Notification”case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of DirectorsCompany, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 twenty-five (25) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timeplace.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before the earlier of (i) such Ex-Dividend Date and (ii) the Company’s announcement that such distribution will not take place; provided, however, that if the Company is otherwise has then permitted elected to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least twenty (20) Scheduled Trading Days before the Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Company provides such notice and on or before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date record date for such distribution by Physical Settlement; and (2y) the Company’s announcement such notice must state that all such distribution conversions will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such timebe settled by Physical Settlement.

Certain Distributions. If From and after the Convertibility Commencement Date until the Close of Business on the Business Day immediately before January 15, 2025, if the Company elects to: (I) distribute, to all or substantially all holders of Common StockOrdinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as such rights have not separated from the Common Stock Ordinary Shares and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock Ordinary Shares or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common StockOrdinary Shares, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock Ordinary Share has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 sixty five (65) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan or the occurrence of any such triggering event under a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeupon the same terms as holders of Ordinary Shares, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each casesuch distribution without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to (i) the Conversion Rate in effect on the record date for such distribution, even if multiplied by (ii) the principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If If, before November 15, 2026, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty-five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its convert their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If If, before July 3, 2028, the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least thirty (30) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if other than later in the Trusteecase of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected (or been deemed to have elected) another Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of Company provides such notice and on or before the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Business Day immediately before the Ex-Dividend Date for such distribution. Once distribution (or any earlier announcement by the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at notice must state that all such timeconversions will be settled by Physical Settlement.

Certain Distributions. If If, before December 15, 2026, the Company Guarantor elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company Guarantor or rights to purchase the CompanyGuarantor’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to Exchange Notes, to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 forty five (45) Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has given sent such notice, a Holder Holders may surrender all or any portion of its Exchange their Notes for conversion at any time until the earlier of (1) the close Close of business Business on the Business Day immediately preceding the before such Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place place; provided, however, that the Notes will not become Exchangeable pursuant to clause (y) above (but the Company will be required to send notice of such earlier date distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and timeon the same terms as holders of Common Stock, the “Certain Distributions Conversion Period End Date”)and solely by virtue of being a Holder, in each case, even such distribution without having to Exchange such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Exchange Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes are not otherwise convertible at held by such timeHolder on such record date.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common StockOrdinary Shares, any rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan, so long as plan prior to separation of such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering eventOrdinary Shares) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distributiondistribution is announced, to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common StockOrdinary Shares, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock Ordinary Share has a value, as reasonably determined by the Board of DirectorsCompany, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock Ordinary Share on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company shall notify in writing all Holders will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least forty (if other than 40) Scheduled Trading Days before the TrusteeEx-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such notification, the “Certain Distributions Notification”) distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at least 25 Scheduled Trading Days or the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to the product of (yi) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise then permitted to elect settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not selected elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), and in the Certain Distributions Notification then the Company irrevocably elects Physical Settlement may instead elect to provide such notice at least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in respect which case (x) the Company must settle all conversions of any conversions Notes with a Conversion Dates that occur Date occurring on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, Company provides such notice and on or before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date record date for such distribution and (2) or any earlier announcement by the Company’s announcement Company that such distribution will not take place place) by Physical Settlement; and (y) such earlier date and timenotice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the “Certain Distributions Conversion Period End Date”contrary in this Section 5.01(C)(i)(3)(a), in each casethe case of any separation of rights issued pursuant to a shareholder rights plan pursuant to Section 5.01(C)(i)(3)(a)(I), even if in no event will the Notes are not otherwise convertible at Company be required to provide such timenotice before the Business Day after the date the Company becomes aware of the event causing such separation.

Certain Distributions. If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notification, the “Certain Distributions Notification”) (x) at least 25 35 Scheduled Trading Days or (y) if the Company is otherwise then permitted to elect Physical Settlement (and, for the avoidance of doubt, the Company has not selected another Settlement Method to apply), and in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of any conversions with Conversion Dates that occur on or after the date of delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days, in either case, before the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (such earlier date and time, the “Certain Distributions Conversion Period End Date”), in each case, even if the Notes are not otherwise convertible at such time.