Common use of Consolidation or Merger of the Company Clause in Contracts

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XIII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0413.04. The provisions of this Section 12.04 13.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which that does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities Shares or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities Shares into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities Shares failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Seventeen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0417.04. The provisions of this Section 12.04 17.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation entity and which does not result in a reclassification of, or change in, outstanding Class A Shares or other Marketable Securities (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock equity securities or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock Class A Shares or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock Class A Shares or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0412.04 . The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then the Conversion Price shall not be adjusted. If any of the events described in the preceding sentence shall occur, the Company shall execute with the Trustee a supplemental indenture to provide that each Debt Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XV (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0415.4. The provisions of this Section 12.04 15.4 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of -------------------------------------- either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Fourteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of cf securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.041404. The provisions of this Section 12.04 1404 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.this

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then the Conversion Price shall not be adjusted. If any of the events described in the preceding sentence shall occur, the Company shall execute with the Trustee a supplemental indenture to provide that each Debt Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XVI (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.4. The provisions of this Section 12.04 16.4 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XVI (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.of

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities Shares or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities Shares into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Seventeen (and assuming such holder of Common Stock or other Marketable Securities Shares failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting non-electing share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting non-electing shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0417.04. The provisions of this Section 12.04 17.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either If the Company is a party to (a) any consolidation, merger or share exchange with another corporation in which the Company is not the survivor, (b) any consolidation or merger to which of another entity into the Company is a party, other than a merger or consolidation in which the Company is the surviving survivor but, in connection therewith, the Company’s equity securities are changed into or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of exchanged for stock or other securities of any other entity, or (c) any capital reorganization or reclassification of its Common Stock (in each such case excluding any merger effected exclusively for the purpose of changing the domicile of the Company), pursuant to any of which transactions the holders of the Company’s capital stock are entitled to receive with respect to or in exchange for such capital stock, stock or other securities, whether alone or together with any other consideration (such consideration being the “Allowed Consideration”), then as a condition of such transaction, lawful and property adequate provisions reasonably acceptable to Holder shall be made whereby Holder shall thereafter have the right to purchase and receive (including cash) in lieu of Conversion Shares immediately theretofore receivable upon the conversion of this Note) such consolidationAllowed Consideration as may be issued or payable with respect to or in exchange for the number of such Conversion Shares immediately theretofore receivable upon the conversion of this Note. In any such case, mergerappropriate provisions shall be made with respect to the rights and interests of Holder to the end that the provisions hereof (including, sale or conveyance by a holder without limitation, provisions for adjustments of the Conversion Price and the number of shares receivable upon the conversion of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationthis Note) shall thereafter be applicable, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be reasonably practicable (as determined in good faith by the Company’s Board of Directors, whose judgment shall be final and binding on Holder), in relation to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to Allowed Consideration thereafter deliverable upon the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities))conversion hereof. The Company will not effect any such consolidation or merger, unless, in connection with the consummation thereof, the successor corporation resulting from such consolidation or merger shall not enter into any of assume by written instrument the transactions referred obligation to deliver to such Holder such Allowed Consideration as, in clause (a) or (b) of accordance with the preceding sentence unless effective provision shall foregoing provisions, such Holder may be made so as entitled to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyancespurchase.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XVI (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.be

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE XII and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the repurchase rights set forth in ARTICLE IV and ARTICLE V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales or and conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs (each, a “Merger Transaction”), namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or ); (b) any sale merger, consolidation, statutory share exchange or conveyance of all or substantially all combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from into such cash, securities and after other property in accordance with such mergerapplicable provisions as set forth in Section 10.3; provided that, consolidationif the kind or amount of securities, sale cash or conveyance other property receivable upon such Merger Transaction is not the same for each share of property and assets into Common Stock in respect of which such rights of election shall not have been exercised (“Non Electing Share”), then for the purposes of this Section 10.5, the kind and amount of shares of stock securities, cash or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance Merger Transaction for each Non Electing Share shall be deemed to be the kind and amount so receivable per share by a holder plurality of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to Non Electing Shares. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidationreclassification, change, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each nonelecting shareconveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares or securities))Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 10 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.5 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.5 applies to any event or conveyancesoccurrence, Section 10.4 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities Shares or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities Shares into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Seventeen (and assuming such holder of Common Stock or other Marketable Securities Shares failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0417.04. The provisions of this Section 12.04 17.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Georgia-Pacific Group Stock or other Marketable Securities Timber Stock, as applicable, or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Georgia-Pacific Group Stock or other Marketable Securities Timber Stock, as applicable, into which such Securities would should have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Fifteen (and assuming such holder of Common Georgia-Pacific Group Stock or other Marketable Securities Timber Stock, as applicable, failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.041504. The provisions of this Section 12.04 1504 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE XII and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the repurchase rights set forth in ARTICLE IV and ARTICLE V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Fourteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0414.04. The provisions of this Section 12.04 14.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such 102 consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XIV (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.041404. The provisions of this Section 12.04 1404 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, binding share exchange or combination of the Company with or into another person as a result of which holders of Common Stock shall be entitled to receive Capital Stock, other securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance to any other person of all or substantially all of the property properties and assets of the Company and its Subsidiaries on a consolidated basis as a result of which holders of Common Stock shall be entitled to another Personreceive Capital Stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock Capital Stock, other securities or other securities and property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerbinding share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, binding share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise its rights of election, subject if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, binding share exchange, sale or conveyance (PROVIDED, that if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, binding share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property receivable upon such merger, consolidation, binding share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and, to the extent applicable, reflect the types of adjustments provided for in Section 12.3(m). If, in the case of any such reclassification, change, merger, consolidation, binding share exchange, combination, sale or conveyance, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidationreclassification, change, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, mergerbinding share exchange, combination, sale or conveyance is not the same for each nonelecting shareconveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares or securities))Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the Fundamental Change repurchase rights set forth in Article IV. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the Register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, binding share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation entity and which does not result in a reclassification of, or change in, outstanding Class A Shares or other Marketable Securities (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock equity securities or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock Class A Shares or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XIII (and assuming such holder of Common Stock Class A Shares or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0413.04. The provisions of this Section 12.04 13.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting non-electing share, then the kind and amount of securities, cash or other property Subordinated Indenture 80 (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting non-electing shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 9.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 9. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 9.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.4 applies to any event or conveyancesoccurrence, Section 11.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would should have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Seventeen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0417.04. The provisions of this Section 12.04 17.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occur, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than any reclassification or change covered by the definition of Common Stock or a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) or any combination thereof with respect to or in exchange for such Common Stock; or (3) any sale sale, lease or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) or any combination thereof with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable or any combination thereof which such Holder would have been entitled to receive upon such consolidationreclassification, change, merger, sale consolidation, statutory share exchange, combination, sale, lease or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, sale consolidation, statutory share exchange, combination, sale, lease or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale sale, lease or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale sale, lease or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale sale, lease or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securitiesNon-Electing Shares)). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Ten. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, changes, mergers, sales consolidations, statutory share exchanges, combinations, sales, leases and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which If the Company is a party, other than a merger or consolidation considers any transaction in which the Company is the surviving consolidates or continuing corporation and which does not result in a reclassification of, merges with or change (other than a change in par value or from par value to no par value or from no par value to par valueinto any Person, as a result of which the Shares are converted into or become, in whole or in part, securities of any other Person ("Successor Entity"), the Company shall use its best efforts to cause the Successor Entity to agree with Emerson to file a subdivision or combination) in, outstanding shares registration statement under the Securities Act coverxxx xxx resale of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property securities issued by the Successor Entity with respect to the Registrable Securities in such merger or consolidation (and assets any other securities issued or issuable in respect of the Company to another Personsuch securities by way of conversion, then each Security then Outstanding shall be convertible from and after such exchange, stock dividend, split or combination, recapitalization, merger, consolidation, sale other reorganization or conveyance otherwise) (collectively, the "New Registrable Securities") during the period commencing as soon as practicable after the closing of property such merger or consolidation and assets into ending on the kind first anniversary thereof, provided, however, that (a) the Successor Entity shall not be required to register New Registrable Securities to the extent it conflicts with other pre-existing contractual rights to which the Successor Entity is a party, and amount of shares of stock or other securities and property (including cashb) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, registration obligation shall be subject to adjustments which shall be as nearly equivalent as may be practicable reasonable customary deferral and suspension periods. Emerson agrees to cooperate in executing and delivering any agreement rxxxxxxxly necessary to implement such registration rights. Notwithstanding the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of electionforegoing, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into be required to use its best efforts to cause the Successor Entity to grant any such registration rights if (i) Emerson would be able to sell all of the transactions referred to in clause (a) New Registrable Securities witxxx xxx 12-month period following the closing of such merger or (b) of the preceding sentence unless effective provision shall be made so as to give effect consolidation pursuant to the provisions set forth of Rule 144 (based on the combined (at the applicable exchange ratio) outstanding shares and combined (at the applicable exchange ratio) average weekly trading volumes of the Company and the Successor Entity during the three months prior to the Closing), or (ii) Emerson, in this Section 12.04. The provisions the opinion of this Section 12.04 shall apply similarly its counsel, would not be considered an affixxxxx xf the Company for purposes of Rule 145 under the Securities Act if its designee were to successive consolidations, mergers, sales or conveyancesresign as a Director prior to mailing of proxy materials to the Company's stockholders with respect to such transaction and Emerson is given sufficient notice to be able to consider and take such xxxxxx.

Consolidation or Merger of the Company. In case Except as provided in Section 4.13, if any of either the following events (any such event, a “Disposition Event”) occurs: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares combination of the Common Stock or other Marketable Securities or Stock); (b) any sale merger, consolidation, binding share exchange or conveyance other business combination of the Company with another Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; or (c) any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property properties and assets of the Company to another Personany other Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 4.02(b), and subject to the provisions of Section 4.01, the Conversion Value with respect to each Security then Outstanding $1,000 Original Principal Amount of Securities converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of stock, securities, other property, assets or Cash received (collectively, “Reference Property”) upon such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event (the “Exchange Property”). In the event that the holders of the Common Stock have the opportunity to elect the form of the consideration to be received in such Disposition Event, the Company shall make adequate provision whereby Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such mergerDisposition Event. Such determination shall be based on the weighted average of elections made by Holders of the Securities who participate in such determination, consolidationshall be subject to any limitations to which all of the holders of Common Stock are subject, sale such as pro-rata reductions applicable to any portion of the consideration payable in such Disposition Event and shall be conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by holders of Common Stock, and (y) two Trading Days prior to the anticipated effective date of the Disposition Event. In the event the effective date of the Disposition Event is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any Disposition Event the terms of which are inconsistent with the foregoing. If the Securities shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 Original Principal Amount of Securities tendered for conversion after the effective date of any such Disposition Event, shall be settled in Cash and units of Reference Property (if applicable) in accordance with Section 4.02(b) and the Company shall deliver, as promptly as practicable, but in no event later than on the third Trading Day immediately following the Determination Date: (1) an amount in Cash equal to the lesser of (I) the aggregate Conversion Value of the Securities to be converted and (II) the aggregate Accreted Principal Amount of the Securities to be converted; (2) if the aggregate Conversion Value of the Securities to be converted is greater than the Accreted Principal Amount of such Securities, (a) Cash equal to the difference between the aggregate Conversion Value of the Securities to be converted and the aggregate Accreted Principal Amount of such Securities, (b) an amount in Reference Property, determined as set forth clause (iv) of Section 4.02(b), equal to such aggregate Conversion Value of the Securities to be converted less the Accreted Principal Amount of such Securities or conveyance (c) a combination thereof, at the Company’s election, determined as set forth in Section 4.02(b)(iv); and (3) an amount in Cash in lieu of property any fractional shares of Common Stock calculated based on the Relevant Average Price Per Share, provided that, in each case, (x) the Conversion Value and assets into the Net Share Amount, shall be determined as if the words “per share of Common Stock” in the definition of Relevant Average Price Per Share were replaced by the words “per unit of Reference Property composed of the kind and amount of shares of stock stock, securities or other securities and property or assets (including cashCash or any combination thereof) receivable upon that a holder of one share of Common Stock immediately prior to such consolidationtransaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, mergertreated as a single class, sale shall be convertible from and after the effective date of such Disposition Event as described above in this Section 4.04), (y) the VWAP shall be determined with respect to such a unit of Reference Property and (z) references to “Net Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of shares of stock, securities or conveyance by other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Disposition Event as described above in this Section 4.04). Notwithstanding clause (c) above, if the Securities are surrendered for conversion in connection with any such Disposition Event, and the Company shall be obligated to increase the Conversion Rate pursuant to Section 4.13(b) and deliver additional shares Common Stock following the effective date of such Disposition Event, in lieu of shares of Common Stock, the Company shall instead deliver units of the kind and amount of Reference Property as a holder of the relevant number of shares of Common Stock or other Marketable Securities would have received in such Disposition Event (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to Disposition Event as described above in this Section 4.04). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (4. If, in the case of any such Disposition Event, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting shareDisposition Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares Holders of the Securities as the Board of Directors or securities))the Chief Financial Officer of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 4.04 shall similarly apply similarly to successive consolidationsDisposition Events. If this Section 4.04 applies to any event or occurrence, mergers, sales or conveyancesSection 4.03 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive securities, cash or other Marketable Securities property with respect to or in exchange for such Common Stock; or (bc) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive securities, cash or other property with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that the Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock securities, cash or other securities and property (including cash) receivable which a Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such Holder of Securities had elected with a majority of the holders of Common Stock as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to . Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article ARTICLE XII (and assuming and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the securities or property receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities or property of election, if anya Person other than the successor or purchasing Person, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidationreclassification, change, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each nonelecting shareconveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares or securities)). Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the purchase rights set forth in ARTICLE IV and ARTICLE V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) be mailed to each Holder, at the address of such Holder as it appears on the Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or (b) validity of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04such supplemental indenture. The above provisions of this Section 12.04 12.5 shall similarly apply similarly to successive consolidationsreclassifications, changes, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.5 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares as a result of which holders of Common Stock shall be entitled to receive Capital Stock, securities or other Marketable Securities property or assets (including cash) with respect to or in exchange for such Common Stock; (b) any merger, consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided that, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.5, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Purchase Rights set forth in Article 11 hereof. The Company covenants that it will not become a party to any such transaction unless its terms are consistent with the foregoing and that the Company will not become a party to any transaction unless any securities issuable to Holders upon conversion of Notes are freely transferable or will be freely transferable following completion of registration by the issuer thereof, which registration is required in connection with the transaction and subject to penalties consistent with the Registration Rights Agreement. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.5 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.5 applies to any event or conveyancesoccurrence, Section 12.4 shall not apply. Notwithstanding this Section 12.5, if a Public Acquirer Fundamental Change occurs and the Company elects to adjust the Conversion Price and its conversion obligation pursuant to Section 12.15, the provisions of Section 12.15 shall apply to the conversion instead of this Section 12.5. Any Additional Common Stock which a Holder is entitled to receive upon conversion pursuant to Section 12.1(b), if applicable, shall not be payable in shares of Common Stock, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional Common Stock would convert as a result of such recapitalization, consolidation, merger, share transfer, acquisition or share exchange.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if -------- the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article X hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised (“Non Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, Senior Indenture 79 sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting non-electing share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting non-electing shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Fifteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0415.04. The provisions of this Section 12.04 15.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding 158 151 shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would should have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Seventeen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0417.04. The provisions of this Section 12.04 17.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 10 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any 51 sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XIII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0413.04. The provisions of this Section 12.04 13.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case 66 If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article X hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case of either If the Company is a party to (a) any consolidation, merger or share exchange with another corporation in which the Company is not the survivor, (b) any consolidation or merger to which of another entity into the Company is a party, other than a merger or consolidation in which the Company is the surviving survivor but, in connection therewith, the Company's equity securities are changed into or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of exchanged for stock or other securities of any other entity, or (c) any capital reorganization or reclassification of its Common Stock (in each such case excluding any merger effected exclusively for the purpose of changing the domicile of the Company), pursuant to any of which transactions the holders of the Company's capital stock are entitled to receive with respect to or in exchange for such capital stock, stock or other securities, whether alone or together with any other consideration (such consideration being the "Allowed Consideration"), then as a condition of such transaction, lawful and property adequate provisions shall be made whereby Holder hereof shall thereafter have the right to purchase and receive (including cash) in lieu of Conversion Shares immediately theretofore receivable upon the conversion of this Note) such consolidationAllowed Consideration as may be issued or payable with respect to or in exchange for the number of such Conversion Shares immediately theretofore receivable upon the conversion of this Note. In any such case, mergerappropriate provisions shall be made with respect to the rights and interests of Holder of this Note to the end that the provisions hereof (including, sale or conveyance by a holder without limitation, provisions for adjustments of the Conversion Price and the number of shares receivable upon the conversion of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationthis Note) shall thereafter be applicable, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be reasonably practicable (as determined in good faith by the Company's Board of Directors, whose judgment shall be final and binding on all Noteholders), in relation to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to Allowed Consideration thereafter deliverable upon the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities))conversion hereof. The Company will not effect any such consolidation or merger, unless, in connection with the consummation thereof, the successor corporation resulting from such consolidation or merger shall not enter into any of assume by written instrument the transactions referred obligation to deliver to such Holder such Allowed Consideration as, in clause (a) or (b) of accordance with the preceding sentence unless effective provision shall foregoing provisions, such Holder may be made so as entitled to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyancespurchase.

Consolidation or Merger of the Company. In case Except as provided in Section 4.13, if any of either the following events (any such event, a “Disposition Event”) occurs: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock into another class of Capital Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (NY) in, outstanding shares of Common Stock or other Marketable Securities or 20543/090/INDENTURE/arm.indenture.doc (b) any sale merger, consolidation, binding share exchange or conveyance other business combination of the Company with another Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; or (c) any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property properties and assets of the Company to another Personany other Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 4.02(b), and subject to the provisions of Section 4.01, the Conversion Value with respect to each Security then Outstanding $1,000 Original Principal Amount of Securities converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of stock, securities, other property, assets or Cash received (collectively, “Reference Property”) upon such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event (the “Exchange Property”). In the event that the holders of the Common Stock have the opportunity to elect the form of the consideration to be received in such Disposition Event, the Company shall make adequate provision whereby Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such mergerDisposition Event. Such determination shall be based on the weighted average of elections made by Holders of the Securities who participate in such determination, consolidationshall be subject to any limitations to which all of the holders of Common Stock are subject, sale such as pro-rata reductions applicable to any portion of the consideration payable in such Disposition Event and shall be conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by holders of Common Stock, and (y) two Trading Days prior to the anticipated effective date of the Disposition Event. In the event the effective date of the Disposition Event is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any Disposition Event the terms of which are inconsistent with the foregoing. (NY) 20543/090/INDENTURE/arm.indenture.doc If the Securities shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 Original Principal Amount of Securities tendered for conversion after the effective date of any such Disposition Event, shall be settled in Cash and units of Reference Property (if applicable) in accordance with Section 4.02(b) and the Company shall deliver, as promptly as practicable, but in no event later than on the third Trading Day immediately following the Determination Date: (1) an amount in Cash equal to the lesser of (I) the aggregate Conversion Value of the Securities to be converted and (II) the aggregate Accreted Principal Amount of the Securities to be converted; (2) if the aggregate Conversion Value of the Securities to be converted is greater than the Accreted Principal Amount of such Securities, (a) Cash equal to the difference between the aggregate Conversion Value of the Securities to be converted and the aggregate Accreted Principal Amount of such Securities, (b) an amount in Reference Property, determined as set forth clause (iv) of Section 4.02(b), equal to such aggregate Conversion Value of the Securities to be converted less the Accreted Principal Amount of such Securities or conveyance (c) a combination thereof, at the Company’s election, determined as set forth in Section 4.02(b)(iv); and (3) an amount in Cash in lieu of property any fractional shares of Common Stock calculated based on the Relevant Average Price Per Share, provided that, in each case, (x) the Conversion Value and assets into the Net Share Amount, shall be determined as if the words “per share of Common Stock” in the definition of Relevant Average Share Price were replaced by the words “per unit of Reference Property composed of the kind and amount of shares of stock stock, securities or other securities and property or assets (including cashCash or any combination thereof) receivable upon that a holder of one share of Common Stock immediately prior to such consolidationtransaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, mergertreated as a single class, sale shall be convertible from and after the effective date of such Disposition Event as described above in this Section 4.04), (y) the VWAP shall be determined with respect to such a unit of Reference Property and (z) references to “Net Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of shares of stock, securities or conveyance by other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Disposition Event as described above in this Section 4.04). (NY) 20543/090/INDENTURE/arm.indenture.doc Notwithstanding clause (c) above, if the Securities are surrendered for conversion prior to the effective date of any such Disposition Event, and the Company shall be obligated to increase the Conversion Rate pursuant to Section 4.13(b) and deliver additional shares Common Stock following the effective date of such Disposition Event, in lieu of shares of Common Stock, the Company shall instead deliver units of the kind and amount of Reference Property as a holder of the relevant number of shares of Common Stock or other Marketable Securities would have received in such Disposition Event (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to Disposition Event as described above in this Section 4.04). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (4. If, in the case of any such Disposition Event, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting shareDisposition Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares Holders of the Securities as the Board of Directors or securities))the Chief Financial Officer of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 4.04 shall similarly apply similarly to successive consolidationsDisposition Events. If this Section 4.04 applies to any event or occurrence, mergers, sales or conveyancesSection 4.03 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the kind and amount purposes of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.this

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XVI (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE XII and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the repurchase rights set forth in ARTICLE V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such CODES shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such CODES been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.of

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares as a result of which holders of Common Stock shall be entitled to receive Capital Stock, securities or other Marketable Securities property or assets (including cash) with respect to or in exchange for such Common Stock; (b) any merger, consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided that, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.5, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Purchase Rights set forth in Article 11 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.5 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.5 applies to any event or conveyancesoccurrence, Section 12.4 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 11.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 11. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 11. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 11.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 11.4 applies to any event or conveyancesoccurrence, Section 11.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII XVI (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case Except as provided in Section 4.13, if any of either the following events (any such event, a “Specified Transaction”) occurs: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares combination of the Common Stock or other Marketable Securities or Stock); (b) any sale merger, consolidation, binding share exchange or conveyance other business combination of the Company with another Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; or (c) any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property properties and assets of the Company to another Personany other Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 4.02(b), and subject to the provisions of Section 4.01, the Conversion Value with respect to each Security then Outstanding $1,000 Principal Amount at Maturity of Securities converted following the effective date of any Specified Transaction, shall be calculated based on the kind and amount of stock, securities, other property, assets or Cash received (collectively, “Reference Property”) upon such Specified Transaction by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Specified Transaction. In the event that the holders of the Common Stock have the opportunity to elect the form of the consideration to be received in such Specified Transaction, the Company shall make adequate provision whereby Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such mergerSpecified Transaction. Such determination shall be based on the weighted average of elections made by Holders of the Securities who participate in such determination, consolidationshall be subject to any limitations to which all of the holders of Common Stock are subject, sale such as pro-rata reductions applicable to any portion of the consideration payable in such Specified Transaction and shall be conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by holders of Common Stock, and (y) two Trading Days prior to the anticipated effective date of the Specified Transaction. In the event the effective date of the Specified Transaction is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any Specified Transaction the terms of which are inconsistent with the foregoing. If the Securities shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 Principal Amount at Maturity of Securities tendered for conversion after the effective date of any such Specified Transaction, shall be settled in Cash and units of Reference Property (if applicable) in accordance with Section 4.02(b) and the Company shall deliver, as promptly as practicable, but in no event later than on the third Trading Day immediately following the Determination Date: (1) an amount in Cash equal to the lesser of (I) the aggregate Conversion Value of the Securities to be converted and (II) the aggregate Principal Amount at Maturity of the Securities to be converted; (2) if the aggregate Conversion Value of the Securities to be converted is greater than the Principal Amount at Maturity of such Securities, (a) Cash equal to the difference between the aggregate Conversion Value of the Securities to be converted and the aggregate Principal Amount at Maturity of such Securities, (b) an amount in Reference Property, determined as set forth clause (iv) of Section 4.02(b), equal to such aggregate Conversion Value of the Securities to be converted less the Principal Amount at Maturity of such Securities or conveyance (c) a combination thereof, at the Company’s election, determined as set forth in Section 4.02(b)(iv); and (3) an amount in Cash in lieu of property any fractional shares of Common Stock calculated based on the Relevant Average Price Per Share, provided that, in each case, (w) the Conversion Value and assets into the Net Share Amount, shall be determined as if the words “per share of Common Stock” in the definition of Relevant Average Price Per Share were replaced by the words “per unit of Reference Property composed of the kind and amount of shares of stock stock, securities or other securities and property or assets (including cashCash or any combination thereof) receivable upon that a holder of one share of Common Stock immediately prior to such consolidationtransaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, mergertreated as a single class, sale shall be convertible from and after the effective date of such Specified Transaction as described above in this Section 4.04), (x) the VWAP shall be determined with respect to such a unit of Reference Property, (y) references to “Net Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of shares of stock, securities or conveyance by other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Specified Transaction as described above in this Section 4.04) and (z) the Conversion Share Cap shall not apply. Notwithstanding clause (c) above, if the Securities are surrendered for conversion in connection with any such Specified Transaction, and the Company shall be obligated to increase the Conversion Rate pursuant to Section 4.13(b) and deliver additional shares Common Stock following the effective date of such Specified Transaction, in lieu of shares of Common Stock, the Company shall instead deliver units of the kind and amount of Reference Property as a holder of the relevant number of shares of Common Stock or other Marketable Securities would have received in such Specified Transaction (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to Specified Transaction as described above in this Section 4.04). Such supplemental indenture executed in accordance with this Section 4.04(c) shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (4. If, in the case of any such Specified Transaction, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting shareSpecified Transaction, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares Holders of the Securities as the Board of Directors or securities))the Chief Financial Officer of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 4.04 shall similarly apply similarly to successive consolidationsSpecified Transactions. If this Section 4.04 applies to any event or occurrence, mergers, sales or conveyancesSection 4.03 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Ordinary Shares (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of Common Stock the Company with another corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Ordinary Shares; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; 73 the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which had such Securities would have been converted into Ordinary Shares immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to Ordinary Shares did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatPROVIDED, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Ordinary Shares in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Change of Control repurchase rights set forth in Article V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities an Equity Security or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Equity Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities the Equity Security failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting non-electing share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting non-electing shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either If the Company is a party to (a) any consolidation, merger or share exchange with another corporation in which the Company is not the survivor, (b) any consolidation or merger to which of another entity into the Company is a party, other than a merger or consolidation in which the Company is the surviving survivor but, in connection therewith, the Company's equity securities are changed into or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of exchanged for stock or other securities of any other entity, or (c) any capital reorganization or reclassification of its Common Stock, pursuant to any of which transactions the holders of the Company's capital stock are entitled to receive with respect to or in exchange for such capital stock, stock or other securities, whether alone or together with any other consideration (such consideration being the "Allowed Consideration"), then as a condition of such transaction, lawful and property adequate provisions shall be made whereby Holder hereof shall thereafter have the right to purchase and receive (including cash) in lieu of the Note Conversion Shares of the Company immediately theretofore purchasable and receivable upon the conversion of this Note) such consolidationAllowed Consideration as may be issued or payable with respect to or in exchange for the number of such Note Conversion Shares immediately theretofore purchasable and receivable upon the conversion of this Note. In any such case, mergerappropriate provisions shall be made with respect to the rights and interests of Holder of this Note to the end that the provisions hereof (including, sale or conveyance by a holder without limitation, provisions for adjustments of the Automatic Conversion Price and the Optional Conversion Price, as the case may be, and the number of shares purchasable and receivable upon the conversion of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationthis Note) shall thereafter be applicable, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be reasonably practicable (as determined in good faith by the Company's Board of Directors, whose judgment shall be final and binding on all Noteholders), in relation to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to Allowed Consideration thereafter deliverable upon the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities))conversion hereof. The Company will not effect any such consolidation or merger, unless, in connection with the consummation thereof, the successor corporation resulting from such consolidation or merger shall not enter into any of assume by written instrument the transactions referred obligation to deliver to such Holder such Allowed Consideration as, in clause (a) or (b) of accordance with the preceding sentence unless effective provision shall foregoing provisions, such Holder may be made so as entitled to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyancespurchase.

Consolidation or Merger of the Company. In case If any of either the --------------------------------------------------- following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if -------- the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 10 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances16.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.effective

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such CODES shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such CODES been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the CODES as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 12 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the CODES maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply. The Company shall not enter into any a transaction of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth type described in this Section 12.04. The provisions 12.4 unless the terms of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances12.4 are complied with in full.

Consolidation or Merger of the Company. In case If any of either the following events occur, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other Corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 1204, the kind and amount of securities, cash or other property (including cash) receivable upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a Corporation other than the successor or purchasing Corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 12 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) be mailed to each Holder, at the address of such Holder as it appears on the Securities Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or (b) validity of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04such supplemental indenture. The above provisions of this Section 12.04 1204 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 1204 applies to any event or conveyancesoccurrence, Section 1203 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 9.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 9. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 9.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.4 applies to any event or conveyancesoccurrence, Section 11.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive securities, cash or other Marketable Securities property with respect to or in exchange for such Common Stock; or (bc) any sale or conveyance of all or substantially all of the property properties and assets of the Company to another any other Person as a result of which holders of Common Stock shall be entitled to receive securities, cash or other property with respect to or in exchange for such Common Stock; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that the Notes shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock securities, cash or other securities and property (including cash) receivable which a Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Notes been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 12.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE XII and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the securities or property receivable thereupon by a holder of Common Stock includes shares of stock or other securities or property of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the purchase rights set forth in ARTICLE IV and ARTICLE V. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) be mailed to each Holder, at the address of such Holder as it appears on the Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or (b) validity of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04such supplemental indenture. The above provisions of this Section 12.04 12.4 shall similarly apply similarly to successive consolidationsreclassifications, changes, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or conveyancesoccurrence, Section 12.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Debentures shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Debentures 'been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 10 hereof. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Debentures maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 10.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.4 applies to any event or conveyancesoccurrence, Section 10.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, however, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of Section 13.3, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XIII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article XIII. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 13.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales or conveyances.and

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a1) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination (2) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (3) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, however, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 15.4, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XV. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article XV. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 15.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 15.4 applies to any event or conveyancesoccurrence, Section 15.3 shall not apply.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be b made so as to give effect to the provisions set forth in this Section 12.0416.04. The provisions of this Section 12.04 16.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or 100 other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities Shares or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities Shares into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities Shares failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.receivable

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Debt Security then Outstanding outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Debt Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII Sixteen (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.receivable

Consolidation or Merger of the Company. In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.such

Consolidation or Merger of the Company. In case Except as provided in 0, if any of either the following events (any such event, a “Disposition Event”) occurs: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares combination of the Common Stock or other Marketable Securities or Stock); (b) any sale merger, consolidation, binding share exchange or conveyance other business combination of the Company with another Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; or (c) any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property properties and assets of the Company to another Personany other Person as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash or any combination thereof) with respect to or in exchange for all of their Common Stock; the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of 0, and subject to the provisions of 0, the Conversion Value with respect to each Security then Outstanding $1,000 Original Principal Amount of Securities converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of stock, securities, other property, assets or Cash received (collectively, “Reference Property”) upon such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event (the “Exchange Property”). In the event that the holders of the Common Stock have the opportunity to elect the form of the consideration to be received in such Disposition Event, the Company shall make adequate provision whereby Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such mergerDisposition Event. Such determination shall be based on the weighted average of elections made by Holders of the Securities who participate in such determination, consolidationshall be subject to any limitations to which all of the holders of Common Stock are subject, sale such as pro-rata reductions applicable to any portion of the consideration payable in such Disposition Event and shall be conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by holders of Common Stock, and (y) two Trading Days prior to the anticipated effective date of the Disposition Event. In the event the effective date of the Disposition Event is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any Disposition Event the terms of which are inconsistent with the foregoing. If the Securities shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 Original Principal Amount of Securities tendered for conversion after the effective date of any such Disposition Event, shall be settled in Cash and units of Reference Property (if applicable) in accordance with Section 4.02(b) and the Company shall deliver, as promptly as practicable, but in no event later than on the third Trading Day immediately following the Determination Date: (1) an amount in Cash equal to the lesser of (I) the aggregate Conversion Value of the Securities to be converted and (II) the aggregate Accreted Principal Amount of the Securities to be converted; (2) if the aggregate Conversion Value of the Securities to be converted is greater than the Accreted Principal Amount of such Securities, (a) Cash equal to the difference between the aggregate Conversion Value of the Securities to be converted and the aggregate Accreted Principal Amount of such Securities, (b) an amount in Reference Property, determined as set forth clause (iv) of 0, equal to such aggregate Conversion Value of the Securities to be converted less the Accreted Principal Amount of such Securities or conveyance (c) a combination thereof, at the Company’s election, determined as set forth in 0; and (3) an amount in Cash in lieu of property any fractional shares of Common Stock calculated based on the Relevant Average Price Per Share, provided that, in each case, (x) the Conversion Value and assets into the Net Share Amount, shall be determined as if the words “per share of Common Stock” in the definition of Relevant Average Price Per Share were replaced by the words “per unit of Reference Property composed of the kind and amount of shares of stock stock, securities or other securities and property or assets (including cashCash or any combination thereof) receivable upon that a holder of one share of Common Stock immediately prior to such consolidationtransaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, mergertreated as a single class, sale shall be convertible from and after the effective date of such Disposition Event as described above in this 0), (y) the VWAP shall be determined with respect to such a unit of Reference Property and (z) references to “Net Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of shares of stock, securities or conveyance by other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive” (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Disposition Event as described above in this 0). Notwithstanding clause 0 above, if the Securities are surrendered for conversion in connection with any such Disposition Event, and the Company shall be obligated to increase the Conversion Rate pursuant to 0 and deliver additional shares Common Stock following the effective date of such Disposition Event, in lieu of shares of Common Stock, the Company shall instead deliver units of the kind and amount of Reference Property as a holder of the relevant number of shares of Common Stock or other Marketable Securities would have received in such Disposition Event (subject to the Holder’s right to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible from and after the effective date of such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to Disposition Event as described above in this 0). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (0. If, in the case of any such Disposition Event, the stock or other securities and assuming such assets receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable Securities failed to exercise his rights securities and assets of election, if anya corporation other than the successor or purchasing corporation, as to the kind or amount of securitiescase may be, cash or other property (including cash) receivable upon in such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting shareDisposition Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality interests of the nonelecting shares Holders of the Securities as the Board of Directors or securities))the Chief Financial Officer of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 0 shall similarly apply similarly to successive consolidationsDisposition Events. If this 0 applies to any event or occurrence, mergers, sales or conveyances0 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination); (b) inany merger, outstanding shares consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other Marketable Securities property or assets (bincluding cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the property properties and assets of the Company as, or substantially as, an entirety to another Personany other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of the number of shares of had such Securities been converted into Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidationreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance (provided thatprovided, however, that if the kind or amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance is not the same for each nonelecting shareshare of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of Section 13.3, the kind and amount of securities, cash or other property (including cash) receivable upon such merger, consolidation, mergerstatutory share exchange, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XIII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or securities))other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article XIII. The Company shall not enter into any cause notice of the transactions referred execution of such supplemental indenture to in clause (a) or (b) be mailed to each Holder, at the address of such Holder as it appears on the register of the preceding sentence unless effective provision Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall be made so as to give effect to not affect the provisions set forth in this Section 12.04legality or validity of such supplemental indenture. The above provisions of this Section 12.04 13.4 shall similarly apply similarly to successive consolidationsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 13.4 applies to any event or conveyancesoccurrence, Section 13.3 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding Limited Voting Shares into another class of stock (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or ); or (b) any sale consolidation, amalgamation, statutory arrangement, merger, binding share exchange or conveyance similar transaction of the Company or if the Company transfers all or substantially all of the its consolidated property and assets (as determined under applicable law) as a result of which the holders of all the Limited Voting Shares receive cash, securities or other property (or any combination thereof) with respect to or in exchange for all of their Limited Voting Shares; the Company to another or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that the Holder's right to convert a Note into Limited Voting Shares shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets changed to a right to convert a Note into the kind and amount of shares of stock cash, securities or other securities and property (including cash) receivable that such Holder would have been entitled to receive upon such reclassification, change, consolidation, amalgamation, statutory arrangement, merger, binding share exchange or similar transaction, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which had such Securities would have Notes been converted into Limited Voting Shares immediately prior to such reclassification, change, consolidation, amalgamation, statutory arrangement, merger, binding share exchange or similar transaction, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and conveyance assuming such holder of Common Stock or other Marketable Securities failed to Limited Voting Shares did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, amalgamation, statutory arrangement, merger, binding share exchange, or similar transaction, sale or conveyance (provided thatprovided, that if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, amalgamation, statutory arrangement, merger, binding share exchange, or similar transaction, sale or conveyance is not the same for each nonelecting shareLimited Voting Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 4.05, the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, amalgamation, statutory arrangement, merger, binding share exchange, or similar transaction, sale or conveyance for each nonelecting share, Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Four. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Limited Voting Shares includes shares or securities))other securities and assets of a corporation other than the successor or acquiror, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company will give notice (to the extent permitted by applicable law or regulation) to Holders of the Notes at least 30 days prior to the effective date of such transaction in writing and by release to a business newswire stating the consideration into which the Notes will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquiror, as the case may be, may not change the consideration to be delivered upon conversion of the Notes except in accordance with any other provision of this First Supplemental Indenture. In connection with the execution of such supplemental indenture the Company shall deliver to the Trustee an Opinion of Counsel containing the statements provided in Section 9.03 of the Original Indenture and a statement that such supplemental indenture complies with the requirements of this Section. The Company shall not enter into any provide notice of the transactions referred execution of such supplemental indenture to in clause (a) each registered Holder of Notes within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or (b) validity of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04such supplemental indenture. The provisions of this Section 12.04 4.05 shall similarly apply similarly to successive consolidationsreclassifications, changes, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 4.05 applies to any event or conveyancesoccurrence, Section 4.04 shall not apply.

Consolidation or Merger of the Company. In case If any of either the following events occurs, namely: (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change of the outstanding shares of Common Stock (other than a change in par value value, or from par value to no par value value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or ); (b) any sale consolidation, merger or binding share exchange as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale, transfer, lease, conveyance or other disposition of all or substantially all of the property properties and assets of the Company to another any other Person; in each case, in a transaction in which holders of Common Stock shall be entitled to receive stock, other securities, other property, assets or cash (“Reference Property”) with respect to or in exchange for such Common Stock, then as of the effective time of such transaction, and unless the Company has elected to follow the provisions of Section 12.12, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then each Security then Outstanding required to so comply) providing that such Securities shall be convertible from into cash up to the Base Amount and after Reference Property, if any, based on the twenty day average price of the Reference Property and the Applicable Conversion Rate and assuming such holder of Common Stock exercised his rights of election, if any, as to the kind or amount of Reference Property receivable upon such reclassification, change, merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidationbinding share exchange, mergercombination, sale or conveyance by a holder in the same manner as the majority of the number of shares holders of Common Stock or other Marketable Securities into which or, if there is no such Securities would have been converted immediately prior to such consolidationmajority, merger, sale or conveyance, subject to by a plurality of the holders of Common Stock. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article ARTICLE XII (and assuming and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any such reclassification, change, merger, consolidation, binding share exchange, combination, sale or conveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock or other Marketable securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, binding share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Securities failed as the Board of Directors shall reasonably consider necessary by reason of the foregoing including the provisions providing for the repurchase rights set forth in ARTICLE IV and ARTICLE V. In the event holders of Common Stock have the opportunity to exercise his rights elect the form of electionconsideration to be received in such transaction, the Company will, subject to the provisions of Section 12.3, make adequate provision whereby the Holders shall have a reasonable opportunity to determine the form of consideration into which the Securities shall be convertible from and after the effective date of such transaction, in each case, for purposes of all outstanding Securities, treated as a single class. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, mergers, consolidations, binding share exchanges, combinations, sales and conveyances. If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply. Notwithstanding this Section 12.4, if anya Public Acquirer Change of Control occurs and the Company elects to adjust its Conversion Obligation and the Conversion Price pursuant to Section 12.12, as the provisions of Section 12.12 shall apply to the kind or conversion instead of this Section 12.4. Any additional shares of Common Stock that a holder is entitled to receive upon conversion pursuant to Section 12.2(e), if applicable, shall not be payable in shares of Common Stock, but shall represent a right to receive the aggregate amount of securitiesReference Property into which the additional shares of Common Stock would convert as a result of such recapitalization, cash or other property (including cash) receivable upon such change, consolidation, merger, sale or sale, lease, transfer, conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyancesdisposition.