Common use of Certain Limitations on Settlement Clause in Contracts

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for so long as the Common Stock is registered under the Exchange Act, a Holder shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder and each person subject to aggregation of common stock with such Holder under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holder’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (i) with respect to a Holder if such Holder is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holder’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with a Fundamental Change. (b) Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holder’s Notes up to (but not exceeding) the amount that would cause such Holder (together with any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder (together with any Aggregated Person) upon 65 days’ prior written notice to the Company.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.994.9% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Restricted Ownership Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Restricted Ownership Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to beneficial ownership reporting under Section 16(a13(d) or Section 13(g) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and or (iib) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with with, a Fundamental Change. Make-Whole Adjustment Event; provided, however, that if any beneficial owner of the Notes provides written notice to the Company at any time that the exception to the application of the Restricted Ownership Conversion Blocker set forth in clause (b) of this sentence (the “Make-Whole Exception”) shall not be available to such beneficial owner, then such exception shall not be available to such beneficial owner. Any such notice provided pursuant to the proviso to the immediately preceding sentence shall be binding against such beneficial owner. Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 10.12.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which to the extent that the aggregate number of shares of Common Stock that may to be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (i) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with a Fundamental Change. (b) limitation. Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 4.13.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes pursuant to Section 14.01(a) (each, an “Optional Conversion”) during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (or, in respect of funds and accounts managed by BlackRock Financial Management, Inc. and its Affiliates, 19.99%) (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation or (b) to any beneficial owner of Notes acquiring Notes on the date of this Indenture that does not wish for the Conversion Blocker to apply to it and/or its Affiliates and (ii) has notified the Company and the Trustee on the date of this Indenture by delivering an opt-out notice substantially in connection with an issuance the form of Exhibit C hereto. Any purported delivery of shares of Common Stock upon Optional Conversion of Notes by a beneficial owner shall be void and have no effect to the extent (but only to the extent) that, after such delivery such beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) would exceed the Restricted Ownership Percentage. If any delivery of shares of Common Stock owed to a beneficial owner upon Optional Conversion of Notes is not made, in whole or in part, as a result of the limitations described in this Section 14.12, the Company’s obligation to make such delivery shall not be extinguished, and the Company pursuant toshall deliver such shares as promptly as practicable after the applicable beneficial owner gives notice to the Company that, or after such delivery, such beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) would not exceed the Restricted Ownership Percentage. Nothing in this Section 14.12 shall have any effect upon a conversion the provisions and calculations set forth in connection with a Fundamental ChangeSection 14.03 through Section 14.07 (inclusive). (b) Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion Optional Conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to (i) reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner upon Optional Conversion up to (but will not exceed) the reduced Restricted Ownership Percentage) or (ii) increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. (c) Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 14.12. (d) In determining the number of shares of Common Stock outstanding, the beneficial owner of the Notes may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the beneficial owner of the Notes setting forth the number of shares of Common Stock then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within two Business Days of such request, confirm orally and in writing to the Holder the amount or number of any Common Equity of any class then outstanding. (e) The provisions of this Section 14.12 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the NotesAgreement, for so long as the Common Stock is registered under the Exchange Act, a Holder Lender shall not be entitled to receive shares of Common Stock upon conversion of any Notes Loans during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder Lender upon conversion of Notes Loans shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder Lender and each person subject to aggregation of common stock with such Holder Lender under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holder’s Lenders’ or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (i) with respect to a Holder Lender if such Holder Lender is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes Loans and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the HolderLender’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with a Fundamental Changelimitation. (b) Notwithstanding the foregoing, the Company Holdings shall issue shares of Common Stock upon conversion of such HolderLender’s Notes Loans up to (but not exceeding) the amount that would cause such Holder Lender (together with any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder Lender shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder Lender immediately upon prior written notice to the Company Borrower (provided that, for the avoidance of doubt, in such event, such Holder Lender may sell shares of Common Stock or Notes Loans to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder Lender (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes Loans will be convertible by such Holder Lender up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder Lender (together with any Aggregated Person) upon 65 sixty five (65) days’ prior written notice to the CompanyBorrower.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.999.9% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and or (iib) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with with, a Make-Whole Fundamental Change. ; provided, however, that if any beneficial owner of the Notes provides written notice to the Company at any time that the exception to the application of the Section 16 Conversion Blocker set forth in clause (b) of this sentence (the “Make-Whole Exception”) shall not be available to such beneficial owner, then such exception shall not be available to such beneficial owner. Any such notice provided pursuant to the proviso to the immediately preceding sentence shall be binding against such beneficial owner. Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Any Notes surrendered for conversion for which shares of Common Stock are not delivered due to the Section 16 Conversion Blocker shall not be extinguished and, such Holder may either: (i) to the extent Physical Settlement is applicable to such Notes, request return of the Notes surrendered by such Holder for conversion, after which the Company shall deliver such Notes to such Holder within two Trading Days after receipt of such request; or (ii) certify to the Company that the person (or persons) receiving shares of Common Stock upon conversion is not, and would not, as a result of such conversion, become the beneficial owner of shares of Common Stock outstanding at such time in excess of the applicable Restricted Ownership Percentage, after which the Company shall deliver any such shares of Common Stock withheld on account of such applicable Section 16 Conversion Blocker by the later of (x) the date such shares were otherwise due to such person (or persons) and (y) two Trading Days after receipt of such certification; provided, however, until such time as the affected Holder gives such notice, no person shall be deemed to be the stockholder of record with respect to the shares of Common Stock otherwise deliverable upon conversion in excess of any applicable Section 16 Conversion Blocker. Upon delivery of such notice, the provisions under Sections 5.02 and 5.03 shall apply to the shares of Common Stock to be delivered pursuant to such notice. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 5.11.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in to the extent to which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, would exceed 9.999.9% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding ; provided that any Holder shall have the foregoing, this Section 16 Conversion Blocker shall not apply (i) right to elect for the Restricted Ownership Percentage to be 19.9% with respect to such Holder, (x) at any time, in which case, such election shall become effective sixty-one (61) days following written notice thereof to the Company or (y) in the case of a Holder if acquiring Notes on the Issue Date, in the such Holder’s Subscription Agreement. In lieu of any shares of Common Stock not delivered to a converting Holder by operation of the immediately preceding sentence, the Company shall deliver to such Holder is subject to Section 16(a) Pre-Funded Warrants in respect of the Exchange Act without regard to the aggregate any equal number of shares of Common Stock issuable upon conversion of Stock. Such Pre-Funded Warrants shall contain substantially similar Restricted Ownership Percentage terms. Under no circumstances shall the Notes and upon conversion, exercise Trustee or sale of securities or rights the Conversion Agent have any obligation to acquire securities that have limitations on monitor the Holder’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance ownership of Common Stock by of any Holder or beneficial owner of the Company pursuant to, or upon a conversion in connection with a Fundamental Change. (b) Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holder’s Notes up to (but not exceeding) the amount that would cause such Holder (together with any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder may sell shares of Common Stock or Notes to reduce identify any beneficial owner of the aggregate number of shares of Common Stock deemed beneficially owned by such Holder (together Notes, or otherwise make any determination, monitor or otherwise take any action with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder (together with any Aggregated Person) upon 65 days’ prior written notice respect to the Companyrestrictions set forth in this Section 5.11.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during at any period of time in which when the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (i) with respect to a Holder Stock; provided that if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of so prevented from receiving any shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holder’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with a Fundamental Change. (b) Notwithstanding the foregoingwhich it would otherwise be entitled, the Company shall issue Company’s obligation to deliver such shares of Common Stock upon conversion of such Holder’s Notes up to (but shall not exceeding) the amount that would cause such Holder (together with any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder shall have the right at any time be extinguished, and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in shall deliver such event, such Holder may sell shares of Common Stock (or Notes to reduce the aggregate number designated portion thereof) within three business days following delivery of shares of Common Stock deemed beneficially owned by such Holder (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder (together with any Aggregated Person) upon 65 days’ prior written notice from the converting beneficial owner to the CompanyCompany that receipt of such shares (or any designated portion thereof) would not be prohibited by this Section 14.13. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 14.13.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.999.9% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and or (iib) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with with, a Fundamental Change. Make-Whole Adjustment Event; provided, however, that if any beneficial owner of the Notes provides written notice to the Company at any time that the exception to the application of the Section 16 Conversion Blocker set forth in clause (b) of this sentence (the “Make-Whole Exception”) shall not be available to such beneficial owner, then such exception shall not be available to such beneficial owner. Any such notice provided pursuant to the proviso to the immediately preceding sentence shall be binding against such beneficial owner. ‌ ​ ​ Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 10.13.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.999.9% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and or (iib) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with with, a Make-Whole Fundamental Change. ; provided, however, that if any beneficial owner of the Notes provides written notice to the Company at any time that the exception to the application of the Section 16 Conversion Blocker set forth in clause (b) of this sentence (the “Make-Whole Exception”) shall not be available to such beneficial owner, then such exception shall not be available to such beneficial owner. Any such notice provided pursuant to the proviso to the immediately preceding sentence shall be binding against such beneficial owner. Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Any Notes surrendered for conversion for which shares of Common Stock are not delivered due to the Section 16 Conversion Blocker shall not be extinguished and, such Holder may either: (i) to the extent Physical Settlement is applicable to such Notes, request return of the Notes surrendered by such Holder for conversion, after which the Company shall deliver such Notes to such Holder within two Trading Days after receipt of such request; or (ii) certify to the Company that the person (or persons) receiving shares of Common Stock upon conversion is not, and would not, as a result of such conversion, become the beneficial owner of shares of Common Stock outstanding at such time in excess of the applicable Restricted Ownership Percentage, after which the Company shall deliver any such shares of Common Stock withheld on account of such applicable Section 16 Conversion Blocker by the later of (x) the date such shares were otherwise due to such person (or persons) and (y) two Trading Days after receipt of such certification; provided, however, until such time as the affected Holder gives such notice, no person shall be deemed to be the stockholder of record with respect to the shares of Common Stock otherwise deliverable upon conversion in excess of any applicable Section 16 Conversion Blocker. Upon delivery of such notice, the provisions under Sections 5.02 and 5.03 shall apply to the shares of Common Stock to be delivered pursuant to such notice. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 5.11.

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for so long as the Common Stock is registered under the Exchange Act, a Holder shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder holder and each person subject to aggregation of common stock with such Holder holder under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holderholder’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (i) with respect to a Holder holder if such Holder holder is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holderholder’s right to convert, exercise or purchase similar to this limitation and (ii) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with a Fundamental Change. with, (b) Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holder’s Notes up to (but not exceedingx) the amount that would cause such Holder Company’s exercise of its Optional Redemption rights pursuant to Article XII or (together with any Aggregated Persony) to equal the Restricted Ownership Percentage; provided that each Holder shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder (together with any Aggregated Person) upon 65 days’ prior written notice to the Company.a

Certain Limitations on Settlement. (a) Notwithstanding any other provision of this Indenture or the Notes, for For so long as the Common Stock is registered under the Exchange Act, a Holder beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any Notes during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such Holder beneficial owner upon conversion of Notes shall, when added to the aggregate number of shares of Common Stock deemed beneficially owned, directly or indirectly, by such Holder beneficial owner and each person subject to aggregation of common stock Common Stock with such Holder beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding shares of Common Stock (the “Section 16 Conversion Blocker”). Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply (ia) with respect to a Holder beneficial owner of the Notes if such Holder beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on the Holdersuch beneficial owner’s right to convert, exercise or purchase similar to this limitation and or (iib) in connection with an issuance of Common Stock by the Company pursuant to, or upon a conversion in connection with with, a Fundamental Change. Make-Whole Adjustment Event; provided, however, that if any beneficial owner of the Notes provides written notice to the Company at any time that the exception to the application of the Section 16 Conversion Blocker set forth in clause (b) of this sentence (the “Make-Whole Exception”) shall not be available to such beneficial owner, then such exception shall not be available to such beneficial owner. Any such notice provided pursuant to the proviso to the immediately preceding sentence shall be binding against such beneficial owner. Notwithstanding the foregoing, the Company shall issue shares of Common Stock upon conversion of such Holderbeneficial owner’s Notes up to (but not exceeding) the amount that would cause such Holder beneficial owner’s beneficial ownership of Common Stock (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that each Holder beneficial owner shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to such Holder beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, such Holder beneficial owner may sell shares of Common Stock or Notes to reduce the aggregate number of shares of Common Stock deemed beneficially owned by such Holder beneficial owner (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case the Notes will be convertible by such Holder beneficial owner up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to such Holder beneficial owner (together with any Aggregated Person) upon 65 days’ prior written notice to the Company. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this Section 10.13.