Common use of Company Notice of Fundamental Change Clause in Contracts

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.08; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company Notice; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (x) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.08; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvi) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.08; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company Notice; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (x) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.0811.08; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvi) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.09; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: (a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and (b) that Holders holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company Notice; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (xviii) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.0811.09; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvi) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.06 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities may be converted in connection with a Fundamental Change and any Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price (plus any Make-Whole Premium required by the terms hereof) for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.06; (xiii) the conversion rights of the Securities; (xivx) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxi) that, unless the Company defaults in making payment of such the Fundamental Change Repurchase PricePrice or any applicable Make-Whole Premium, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Registration Default Payments, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixii) the CUSIP number of the Securities; (xiii) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xiv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c) (and containing such information required by Section 14.01(c)) and subject to the conditions of Section 14.01(d). At The Company shall, at least three (3) Business Days prior to delivering the Company’s requestFundamental Change Company Notice, deliver an Officers’ Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.06(b), (B) if the Company elects to pay all or a portion of the Make-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with, and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.06(b). If the Company requests that the Trustee shall give (at the Company’s expense) such Fundamental Change Company Notice in the Company’s name and at name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder Noteholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.05 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities Notes as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 hereof XIII only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities Notes must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price for any Security Note as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security Note as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.05; (xiiix) the conversion rights of the SecuritiesNotes; (xivxi) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities Notes covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; (xiii) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xvixiv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c). The Company shall, at least three (3) Trading Days prior to delivering the Fundamental Change Company Notice, deliver an Officers’ Certificate to the Trustee specifying: (A) the CUSIP number information required by the Fundamental Change Company Notice pursuant to Section 11.05(b); (B) if the Company elects to pay all or a portion of the SecuritiesMake-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with; and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.05(b). At If the Company requests that the Trustee give (at the Company’s request, the Trustee shall give expense) such Fundamental Change Company Notice in the Company’s name and at name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Trading Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice (substantially in the Form of Exhibit H hereto) to be completed by the Securityholder Holder and shall state: (i1) the events causing a Fundamental Change and the date of such Fundamental Change; (ii2) the last date of the Fundamental Change Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0813.01; (iii3) the Fundamental Change Repurchase Settlement Date; (iv4) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii5) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ix6) that Securities Notes as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 12 hereof only if the such Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x7) that Securities Notes must be surrendered to the Paying Agent for cancellation to collect payment; (xi) 8) that the Fundamental Change Repurchase Price for any Security Note as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security Note as described in clause (x7) above; (xii9) the procedures the Holder must follow to exercise rights under this Section 12.0813.01; (xiii10) the conversion rights of the SecuritiesNotes; (xiv11) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv12) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities Notes covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvi13) the CUSIP number of the SecuritiesNotes; and (14) whether a Make-Whole Premium is required to be paid by the Company upon any conversion in connection such a Fundamental Change. At If the Company’s request, Company requests that the Trustee shall give (at the Company’s expense) such Fundamental Change Company Notice in the Company’s name and at name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish file a notice Form 8-K with the SEC containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New YorkNotice, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of the Fundamental Change and of the resulting repurchase right (the “"Fundamental Change Company Notice”") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.09; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viiivi) the Conversion Rate applicable on the date of the Fundamental Change Company Notice, and, if applicable, any adjustments thereto; (ixvii) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xviii) that Securities must be surrendered to the Paying Agent for cancellation or transferred to the Paying Agent by book-entry transfer to collect payment; (xiix) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security or book-entry transfer of an interest therein as described in clause (xviii) above; (xiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.09; (xiiixi) the conversion rights of the Securities; (xivxii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvixiv) the CUSIP number of the Securities. At the Company’s 's request, the Trustee shall give such Fundamental Change Company Notice in the Company’s 's name and at the Company’s 's expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection Simultaneously with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of the Fundamental Change and of the resulting repurchase right (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee Trustee, the Paying Agent and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.09; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viiivi) the Conversion Rate applicable on the date of the Fundamental Change Company Notice, and, if applicable, any adjustments thereto; (ixvii) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xviii) that Securities must be surrendered to the Paying Agent for cancellation or transferred to the Paying Agent by book-entry transfer to collect payment; (xiix) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security or book-entry transfer of an interest therein as described in clause (xviii) above; (xiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.09; (xiiixi) the conversion rights of the Securities; (xivxii) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxiii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvixiv) the CUSIP number of the Securities. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection Simultaneously with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.08 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities may be converted in connection with a Fundamental Change and any Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price (plus any Make-Whole Premium required by the terms hereof) for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.08; (xiii) the conversion rights of the Securities; (xivx) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxi) that, unless the Company defaults in making payment of such the Fundamental Change Repurchase PricePrice or any applicable Make-Whole Premium, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Registration Default Payments, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixii) the CUSIP number of the Securities; (xiii) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xiv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c) (and containing such information required by Section 14.01(c)) and subject to the conditions of Section 14.01(d). At The Company shall, at least three (3) Business Days prior to delivering the Company’s requestFundamental Change Company Notice, deliver an Officers’ Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.08(b), (B) if the Company elects to pay all or a portion of the Make-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with, and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.08(b). If the Company requests that the Trustee shall give (at the Company’s expense) such Fundamental Change Company Notice in the Company’s name and at name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “"Fundamental Change Company Notice”") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder Noteholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.05 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities Notes as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities Notes must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price for any Security Note as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security Note as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.05; (xiiix) the conversion rights of the SecuritiesNotes; (xivxi) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities Notes covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixiii) the CUSIP number of the SecuritiesNotes; (xiv) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c). At The Company shall, at least three (3) Trading Days prior to delivering the Fundamental Change Company Notice, deliver an Officers' Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.05(b); (B) if the Company elects to pay all or a portion of the Make-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with; and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.05(b). If the Company requests that the Trustee give (at the Company’s request, the Trustee shall give 's expense) such Fundamental Change Company Notice in the Company’s name and at 's name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Trading Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.08; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: (a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and (b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company Notice; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (x) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.0811.08; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Date; and; (xvi) the CUSIP number of the Securities; and (xvii) whether or a Make-Whole Premium is required to be paid by the Company and whether such Make-Whole Premium shall be paid in cash or by delivery of shares of Common Stock. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”"FUNDAMENTAL CHANGE COMPANY NOTICE") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.06 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities may be converted in connection with a Fundamental Change and any Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price (plus any Make-Whole Premium required by the terms hereof) for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.06; (xiii) the conversion rights of the Securities; (xivx) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxi) that, unless the Company defaults in making payment of such the Fundamental Change Repurchase PricePrice or any applicable Make-Whole Premium, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Registration Default Payments, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixii) the CUSIP number of the Securities; (xiii) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xiv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c) (and containing such information required by Section 14.01(c)) and subject to the conditions of Section 14.01(d). At The Company shall, at least three (3) Business Days prior to delivering the Company’s requestFundamental Change Company Notice, deliver an Officers' Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.06(b), (B) if the Company elects to pay all or a portion of the Make-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with, and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.06(b). If the Company requests that the Trustee shall give (at the Company's expense) such Fundamental Change Company Notice in the Company’s name and at 's name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”"FUNDAMENTAL CHANGE COMPANY NOTICE") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.10 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.10; (xiiix) the conversion rights of the Securities; (xivxi) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxii) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixiii) the CUSIP number of the Securities; and (xiv) whether a Make-Whole Premium is required to be paid by the Company upon any conversion in connection such a Fundamental Change. At The Company shall, at least three Business Days prior to delivering the Company’s requestFundamental Change Company Notice, deliver an Officers' Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.10(b), and (B) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.10(b). If the Company requests that the Trustee shall give (at the Company's expense) such Fundamental Change Company Notice in the Company’s name and at 's name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, shall deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”"FUNDAMENTAL CHANGE COMPANY NOTICE") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the last date of the Fundamental Change Conversion/Repurchase Period by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.06 or deliver a Notice of Conversion requesting conversion upon a Fundamental Change in accordance with Section 13.02; (iii) the Fundamental Change Repurchase Settlement Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate Price applicable on the date of the Fundamental Change Company Notice; (ixvi) that Securities may be converted in connection with a Fundamental Change and any Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 XIII hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (xvii) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xiviii) that the Fundamental Change Repurchase Price (plus any Make-Whole Premium required by the terms hereof) for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Settlement Date and the time of surrender of such Security as described in clause (xvii) above; (xiiix) the procedures the Holder must follow to exercise rights under this Section 12.0811.06; (xiii) the conversion rights of the Securities; (xivx) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xvxi) that, unless the Company defaults in making payment of such the Fundamental Change Repurchase PricePrice or any applicable Make-Whole Premium, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Registration Default Payments, if any, will cease to accrue on and after the Fundamental Change Repurchase Settlement Date; and; (xvixii) the CUSIP number of the Securities; (xiii) that a Make-Whole Premium is required to be paid by the Company upon any conversion or redemption in connection with a Fundamental Change; and (xiv) whether such Make-Whole Premium shall be paid in cash, by delivery of shares of Common Stock or a combination thereof in accordance with Section 14.01(c) (and containing such information required by Section 14.01(c)) and subject to the conditions of Section 14.01(d). At The Company shall, at least three (3) Business Days prior to delivering the Company’s requestFundamental Change Company Notice, deliver an Officers' Certificate to the Trustee specifying: (A) the information required by the Fundamental Change Company Notice pursuant to Section 11.06(b), (B) if the Company elects to pay all or a portion of the Make-Whole Premium in shares of Common Stock, that the conditions to such manner of payment set forth in Section 14.01(d) have been or will be complied with, and (C) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 11.06(b). 50 If the Company requests that the Trustee shall give (at the Company's expense) such Fundamental Change Company Notice in the Company’s name and at 's name, the Company’s expense; provided thatCompany shall, in all cases, prepare the text of such Fundamental Change Company Notice shall be prepared by the CompanyNotice. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”) by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.08; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: a) : the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and b) and that Holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company Notice; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (x) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.0811.08; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest and Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Date; and; (xvi) the CUSIP number of the Securities; and (xvii) whether or a Make-Whole Premium is required to be paid by the Company and whether such Make-Whole Premium shall be paid in cash or by delivery of shares of Common Stock. At the Company’s request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Company Notice of Fundamental Change. Within 15 days after the Company knows or reasonably should know of the occurrence of a Fundamental Change, the Company shall, if Holders have the right to require the Company to repurchase Securities hereunder, deliver a written notice of Fundamental Change (the “Fundamental Change Company Notice”"FUNDAMENTAL CHANGE COMPANY NOTICE") by first-class mail or by overnight courier to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) the events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which a Holder must deliver a Fundamental Change Repurchase Notice to elect the repurchase option pursuant to this Section 12.0811.09; (iii) the Fundamental Change Repurchase Date; (iv) the Fundamental Change Repurchase Price; (v) whether the Fundamental Change Repurchase Price will be paid in cash, shares of Common Stock or a combination thereof, specifying the percentages of each; (vi) if shares of Common Stock will be used to pay all or part of the Fundamental Change Repurchase Price, state: (a) the method for valuing the shares of Common Stock to be delivered in connection with the repurchase; and (b) that Holders holders of the Securities will bear the market risk with respect to the value of the shares of Common Stock to be delivered from the date the number of shares is determined; (vii) the name and address of the Paying Agent and the Conversion Agent; (viii) the Conversion Rate applicable on the date of the Fundamental Change Company NoticeNotice Date; (ix) that Securities as to which a Fundamental Change Repurchase Notice has been given may be converted pursuant to Article 14 13 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (x) that Securities must be surrendered to the Paying Agent for cancellation to collect payment; (xi) that the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Repurchase Date and the time of surrender of such Security as described in clause (xviii) above; (xii) the procedures the Holder must follow to exercise rights under this Section 12.0811.09; (xiii) the conversion rights of the Securities; (xiv) the procedures for withdrawing a Fundamental Change Repurchase Notice; (xv) that, unless the Company defaults in making payment of such Fundamental Change Repurchase Price, Securities covered by any Fundamental Change Repurchase Notice will cease to be outstanding and interest Liquidated Damages, if any, will cease to accrue on and after the Fundamental Change Repurchase Date; and (xvi) the CUSIP number of the Securities. At the Company’s 's request, the Trustee shall give such Fundamental Change Company Notice in the Company’s 's name and at the Company’s 's expense; provided that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. In connection with delivery of the Fundamental Change Company Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Fundamental Change Company Notice in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, or publish such information on the Company’s 's website or through such other public medium as the Company may use at such time.