Common use of Conversion After a Public Acquirer Change of Control Clause in Contracts

Conversion After a Public Acquirer Change of Control. (1) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting the Conversion Rate pursuant to 4.12, elect to adjust its conversion obligation and the Conversion Rate such that from and after the Effective Date of such Public Acquirer Change of Control, the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (A) the numerator of which shall be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; and (B) the denominator of which shall be the arithmetic average of Weighted Average Price of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.15. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1) In Notwithstanding Section 10.3(c), in the event case of a Public Acquirer Change of Control, the Company may, in lieu substitution of adjusting providing the Conversion Rate pursuant to 4.12consideration described in Section 10.3(c), elect to adjust its conversion obligation and change the Conversion Rate such that from and after the Effective Date of Obligation in connection with such Public Acquirer Change of Control by providing notice to Holders of such election (a “Public Acquirer Change of Control Notice”) not less than 3 Business Days nor more than 30 Business Days prior to the effective date of the relevant Public Acquirer Change of Control. In the event the Company provides such Public Acquirer Change of Control Notice, from and after the Repurchase Date, Holders of Securities will be entitled to convert their Securities into cash and shares of Public Acquirer Common Stock (as defined below) by dividing the Conversion Rate Price in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidationaverage value, merger or binding share exchange, pursuant to which for the Common Stock is converted solely into cash, five consecutive Trading Days commencing on the value Trading Day next succeeding the effective date of such Change of Control, of all cash and other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock or (B) in the case of any other connection with such Public Acquirer Change of Control, the average of the closing sale prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the last reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with Control. In the applicable notice of such Change of Control, event the Company shall provide has provided a notice (a “Public Acquirer Change of Control Notice”) to all , Holders shall, during the Holderstime periods for conversion specified under Section 10.1(b)(vii), the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert their Securities (subject to satisfaction of the Notes and, if applicable, receive any Additional Shares as set forth conditions to conversion in Section 4.0610.1), and will be entitled to receive the Conversion Obligation pursuant to Section 10.3(a), plus the consideration to which they are entitled pursuant to Section 10.3(b), provided that such Holders shall not be entitled to receive the Conversion Make-Whole Premium. In addition, upon the event the Company has provided a Public Acquirer Change of ControlControl Notice, in lieu of converting securities, the Holders can, subject any Holder that does not elect to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.15. (3) If the Company elects to make the adjustment convert its Securities prior to the Conversion Rate described in Section 4.07(1applicable Repurchase Date will (unless such Securities are repurchased on such Repurchase Date) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; thereafter hold Securities convertible at any time into cash and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock Stock, if any, at the adjusted Conversion Rate as Price specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4Section 10.3(d). On and after such Repurchase Date, as determined in good faith by the Company relevant Public Acquirer Change of Control will not constitute a Change of Control or Merger Transaction for purposes of determining the Public AcquirerConsideration Per Share.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 12.2(f), elect (subject to the satisfaction of the provisions of this Section 12.3) to adjust its conversion obligation and the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, holders will be entitled to convert their Securities, in accordance with Section 12.1 hereof and paragraph 7 of the Securities into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, securities or other property, the average value of such all cash and any other consideration (as determined by the Company’s Board of Directors in the manner contemplated by Section 12.4) paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Last Reported Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.15. (3) If the Company elects order to make the adjustment election pursuant to the Conversion Rate described in this Section 4.07(1) in the event of a Public Acquirer Change of Control12.3, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of the Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, each Security shall be convertible exchangeable into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject and execute an amendment to the conditions relating Registration Rights Agreement (to conversion of Debentures specified hereinthe extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof to apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments that which shall be as a nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 4, XII. (c) The Company will notify holders of its election by providing notice as determined set forth in good faith by Section 12.1 promptly after making the Company or the Public Acquirerelection pursuant to this Section 12.3.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Applicable Conversion Rate by Additional Shares pursuant to 4.12Section 12.03 above and in lieu of application of Section 12.05, elect to adjust its conversion obligation and the Conversion Rate Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, subject to the conditions in Section 12.01(a), into a number of shares of Public Acquirer Common Stock, still subject to the Company’s right to elect to deliver cash and shares of Common Stock and the arrangements for payment upon conversion as set forth under Section 12.01 above. If the Company shall make such election in the manner described below, from and after the effect time of such Public Acquirer Change of Control: (i) the Base Conversion Rate will be adjusted by multiplying the Base Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it prior to such transaction by a fraction: fraction (A1) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Last Reported Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; and , and (B2) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control; (ii) the Incremental Share Factor will be adjusted by proportionately adjusting the Incremental Share Factor immediately prior to such transaction on the same basis as the Base Conversion Rate; and (iii) the Applicable Stock Price will be based upon the Last Reported Sale Prices of the Public Acquirer Common Stock. (2b) In order to make the election pursuant to this Section 12.04, the Company and the issuer of the Public Acquirer Common Stock shall execute with the Trustee a supplemental indenture providing that each Security shall be convertible into Public Acquirer Common Stock and execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12 as determined in good faith by the Board of Directors of the Company or such issuer (which shall be conclusive). (c) At least thirty-five (35) 15 Scheduled Trading Days prior to the expected effective date Effective Date of such a Fundamental Change that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall will provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) elects to adjust the Base Conversion Rate Rate, the Incremental Share Factor and the related Conversion Obligation as set forth in this Section 4.07 12.04 or (ii) does not elect to so adjust the Base Conversion Rate, the Incremental Share Factor and the related Conversion Obligation, in which case the Holders will have the right to convert the Notes Securities and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.1512.03. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 6, elect to adjust its conversion obligation and the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Notes into a number of shares of Public Acquirer Common Stock, still subject to the arrangements for payment upon conversion in Section 4. The adjusted Conversion Rate shall be the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it multiplied by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Closing Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) At least thirty-five In order to make the election pursuant to this Section 7, the Company and the issuer of the Public Acquirer Common Stock shall agree that each Note shall be exchangeable into Public Acquirer Common Stock and execute an amendment to the Registration Rights Agreement (35to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such agreement shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in Sections 4, 5, 6 and 7. (c) Within 10 Trading Days prior to but not including the expected effective date of such a Fundamental Transaction that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall will provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent Holders a notification stating whether the Company elects will: (i) elect to adjust the Conversion Rate and related conversion obligation as set forth in this Section 4.07 or 7, in which case the Holders will not have the right to receive Additional Shares upon conversion, as described in Section 6; or (ii) does not elect to so adjust the Conversion RateRate and related conversion obligation, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares upon conversion as set forth described above in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.156. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 12.03 above and in lieu of application of Section 12.05, elect to adjust its conversion obligation and the Conversion Rate and the related Conversion Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, subject to the conditions in Section 12.01(a), into cash and a number of shares of Public Acquirer Common Stock, if applicable, in accordance with Section 12.01. The adjusted Conversion Rate shall be the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Daily VWAP of the Common Stock for the five consecutive VWAP Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price Daily VWAP of the Public Acquirer Common Stock for the five consecutive VWAP Trading Days commencing on the VWAP Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) In order to make the election pursuant to this Section 12.04, the Company and the issuer of the Public Acquirer Common Stock shall execute with the Trustee a supplemental indenture providing that each Security shall be convertible into Public Acquirer Common Stock and execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12 as determined in good faith by the Board of Directors of the Company or such issuer (which shall be conclusive). (c) At least thirty-five (35) 35 Scheduled Trading Days prior to the expected effective date Effective Date of such a Fundamental Change that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall will provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) elects to adjust the Conversion Rate and the related Conversion Obligation as set forth in this Section 4.07 12.04 or (ii) does not elect to so adjust the Conversion RateRate and the related Conversion Obligation, in which case the Holders will have the right to convert the Notes Securities and, if applicable, receive any Additional Shares as set forth in Section 4.0612.03. In addition, upon a Public Acquirer Change of Control, in lieu of converting securitiesthe Securities, the Holders can, subject to certain conditions, require the Company to repurchase all of or a portion of the Notes Securities pursuant to Section 5.1511.02. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 13.05, elect to adjust its conversion obligation and the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Notes, in accordance with Section 13.01, into a number of shares of Public Acquirer Common Stock, still subject to the arrangements for payment upon conversion in Section 13.03. The adjusted Conversion Rate shall be the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it multiplied by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of ControlShare Price; and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sales Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing ending on the Trading Day next succeeding preceding such Effective Date. (b) The Company may elect to provide for the Effective Date conversion of the Notes into shares of Public Acquirer Common Stock (and thus to be under no obligation to pay the Make Whole Premium, however the Company will still be subject to the arrangement for payment upon conversion in this Article XIII) so long as: (i) the Public Acquirer Common Stock into which the Notes will be convertible is, subject to notification of issuance, listed on the principal United States securities exchange on which the issued and outstanding Public Acquirer Common Stock is listed; (ii) the Public Acquirer Common Stock is registered under the Exchange Act, if required; (iii) any necessary qualification or registration under the Securities Act applicable state securities laws have been made (subject to the availability of any exemption from such qualification and registration requirements), both in connection with the original issuance of such shares of Public Acquirer Common Stock and the resale of such shares by holders thereof until such time as the resale may be effected pursuant to Rule 144(k) of the Securities Act by holders who are not Affiliates of the Public Acquirer; and (iv) if the Acquirer in connection with such Public Acquirer Change in Control is not the issuer of Controlthe Public Acquirer Common Stock, then such issuer shall expressly assume all of the Company's obligations then remaining, if any, under the Registration Rights Agreement with respect to the registration of the Public Acquirer Common Stock thereunder. (2c) At least thirty-five If the conditions contained in clauses (35i) Trading Days through (iv) of Section 13.06(b) are not satisfied on or prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of ControlEffective Date, the Company shall provide a notice (a “Public Acquirer pay the Make Whole Premium in connection with such Change of in Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate electing Holders as set forth in this described under Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.1513.05. (3d) If the Company elects In order to make the adjustment election pursuant to the Conversion Rate described in this Section 4.07(1) in the event of a Public Acquirer Change of Control13.06, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of the Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, each Note shall be convertible exchangeable into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject and execute an amendment to the conditions relating Registration Rights Agreement (to conversion of Debentures specified hereinthe extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof to apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments that which shall be as a nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 4XIII. (e) Within ten Trading Days prior to but not including the expected effective date of a Designated Event that is also a Public Acquirer Change of Control, the Company will provide to all Holders and the Trustee and Paying Agent a notification, in a manner as provided in Section 14.02, stating whether the Company will: (i) elect to adjust the Conversion Rate and related conversion obligation as set forth in this Section 13.06, in which case the Holders will not have the right to receive additional shares upon conversion, as determined described in good faith by Section 13.05; or (ii) not elect to adjust the Company or Conversion Rate and related conversion obligation, in which case the Public AcquirerHolders will have the right to convert Notes and, if applicable, receive additional shares upon conversion as described above in Section 13.05. Such notice shall be the same form as required under Section 12.02 and shall include the amount and basis of calculation of the Make Whole Premium.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Applicable Conversion Rate by Additional Shares pursuant to Section 12.03 above and in lieu of application of Section 12.05, elect to permanently adjust the Conversion Rate pursuant to 4.12, elect to adjust its conversion obligation and the related Conversion Rate Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, subject to the conditions in Section 12.01(a) or (b), into cash and/or a number of shares of Public Acquirer Common Stock, if applicable, in accordance with procedures and elections contemplated by Section 12.01. The adjusted Base Conversion Rate shall be the Base Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Daily VWAP of the Common Stock for the five consecutive VWAP Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price Daily VWAP of the Public Acquirer Common Stock (determined in a manner consistent with the method used with respect to the Common Stock) for the five consecutive VWAP Trading Days commencing on the VWAP Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. The Incremental Share Factor will be adjusted in the same manner described in Section 12.02 above. (2b) In order to make the election pursuant to this Section 12.04, the Company and the issuer of the Public Acquirer Common Stock shall execute with the Trustee a supplemental indenture providing that each Security shall be exchangeable into Public Acquirer Common Stock and execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12 as determined in good faith by the Company's Board of Directors or such issuer (which shall be conclusive). (c) At least thirty-five (35) 35 Scheduled Trading Days prior to the expected effective date Effective Date of such a Fundamental Change that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall will provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) elects to adjust the Applicable Conversion Rate and the related conversion obligation as set forth in this Section 4.07 12.04 or (ii) does not elect to so adjust the Applicable Conversion RateRate and the related conversion obligation, in which case the Holders will have the right to convert the Notes Securities and, if applicable, receive any Additional Shares as set forth in Section 4.0612.03. In addition, upon a Public Acquirer Change of Control, in lieu of converting securitiesthe Securities, the Holders can, subject to certain conditionsthe conditions set forth therein, require the Company to repurchase all of or a portion of the Notes Securities pursuant to Section 5.15. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.11.01

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 12.03 above and in lieu of application of Section 12.05, elect to adjust its conversion obligation and the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, subject to the conditions in Section 12.01(a), into cash and a number of shares of Public Acquirer Common Stock, if applicable, in accordance with Section 12.01. The adjusted Conversion Rate shall be the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Last Reported Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) In order to make the election pursuant to this Section 12.04, the Company and the issuer of the Public Acquirer Common Stock shall execute with the Trustee a supplemental indenture providing that each Security shall be exchangeable into Public Acquirer Common Stock and execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof to apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be a nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12 as determined in good faith by the Board of Directors of the Company or such issuer (which shall be conclusive). (c) At least thirty-five (35) 10 Trading Days prior to the expected effective date Effective Date of such a Fundamental Change that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall will provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) elects to adjust the Conversion Rate and the related conversion obligation as set forth in this Section 4.07 12.04 or (ii) does not elect to so adjust the Conversion RateRate and the related conversion obligation, in which case the Holders will have the right to convert the Notes Securities and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.1512.03. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Conversion Rate by Additional Shares pursuant to 4.12Section 12.03 above, elect to adjust its conversion obligation and the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, in accordance with Section 12.01, into cash and a number of shares of Public Acquirer Common Stock, if applicable. The adjusted Conversion Rate shall be the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Last Reported Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.15. (3) If the Company elects order to make the adjustment election pursuant to the Conversion Rate described in this Section 4.07(1) in the event of a Public Acquirer Change of Control12.04, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of the Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, each Security shall be convertible exchangeable into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject and execute an amendment to the conditions relating Registration Rights Agreement (to conversion of Debentures specified hereinthe extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof to apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments that which shall be as a nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 412. (c) The Company will notify holders of its election by specifying, in its notice of such transaction pursuant to Section 12.01(a)(iii)(B) above, whether it elects to modify the Conversion Rate and related conversion obligation as determined set forth in good faith by the Company or the Public Acquirerthis Section 12.04.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of ControlControl that occurs prior to December 15, 2011, the Company mayCompany, in lieu of adjusting paying the Conversion Rate Make-Whole Premium pursuant to 4.12Article XIV, may elect to adjust its conversion obligation and the Conversion Rate Price such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities into a number of shares of Public Acquirer Common Stock in accordance with Section 13.02. The adjusted Conversion Price shall be the Conversion Rate Price in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it multiplied by a fraction: (Ai) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the arithmetic average of the closing sale prices Weighted Average Price of the Common Stock for the five (5) consecutive Trading Days prior to to, but excluding excluding, the Effective Date of such Public Acquirer Change of Control; , and (Bii) the denominator of which shall will be the arithmetic average of the Weighted Average Price of the Public Acquirer Common Stock for the five (5) consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) In order to make the election pursuant to this Section 13.07, the Company and the issuer of the Public Acquirer Common Stock shall execute (i) with the Trustee a supplemental indenture providing that (x) the Public Acquirer shall expressly assume all of the Company's obligations under the Securities and the Indenture and (y) each Security shall be convertible into Public Acquirer Common Stock and (ii) an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as it may be practicable to the provisions and adjustments provided for in this Article XIII as determined in good faith by the Board of Directors of the Company or such Public Acquirer. (c) At least thirty-five twenty (3520) Trading Days prior to the expected effective date Effective Date of such a Fundamental Change that is also a Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Fundamental Change of ControlCompany Notice, the Company shall provide a notice (a “Public Acquirer Change of Control Notice”"PUBLIC ACQUIRER CHANGE OF CONTROL NOTICE") to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate Price as set forth in this Section 4.07 13.07 or (ii) does not elect to so adjust the Conversion RatePrice, in which case the Holders will have the right to convert the Notes Securities and, if applicable, receive any Additional Shares Make-Whole Premium as set forth in Section 4.06Article XIV. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of or a portion of the Notes Securities pursuant to Section 5.1511.10. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public Acquirer.

Conversion After a Public Acquirer Change of Control. (1a) In Notwithstanding Section 12.15, in the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting issuing the Conversion Rate additional Common Stock pursuant to 4.12Section 12.15, elect to adjust its conversion obligation Conversion Obligation and the Conversion Rate such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Securities shall be entitled to convert their Securities, in accordance with Section 12.2 hereof, into cash and, to the extent the Conversion Value exceeds the principal amount of the Securities converted, shares of Public Acquirer Common Stock and the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (Ai) the numerator of which shall be (A) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, securities or other property, the average value of such all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Closing Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; and (Bii) the denominator of which shall be the arithmetic average of Weighted Average Price the Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the The Company shall provide a notify holders of its election by providing notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.1512.6. (3c) If the Company elects to make the adjustment to the Conversion Rate and the related Conversion Obligations as described in Section 4.07(112.16(a) in the event of a Public Acquirer Change of Control, (i) Section 4.12 holders of Securities will not apply be entitled to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required receive any additional shares pursuant to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public AcquirerSection 12.15.

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of adjusting increasing the Applicable Conversion Rate (or Settlement Amount, as applicable) by Additional Shares pursuant to 4.12Section 12.03 above and in lieu of application of Section 12.05, elect to adjust its conversion obligation and the Conversion Rate Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders shall be entitled to convert their Securities, subject to the conditions in Section 12.01(a), into a number of shares of Public Acquirer Common Stock, still subject to the Company’s right to elect to deliver cash, shares of Common Stock, or a combination thereof, and the arrangements for payment upon conversion as set forth under Section 12.01(d) above. If the Company shall make such election in the manner described in Section 12.03(d) above, from and after the effect time of such Public Acquirer Change of Control: (i) the Base Conversion Rate will be adjusted by multiplying the Base Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it prior to such transaction by a fraction: fraction (A1) the numerator of which shall will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Last Reported Sale Prices of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control; and , and (B2) the denominator of which shall will be the arithmetic average of Weighted Average Price the Last Reported Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control.; (2) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the Company shall provide a notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.15. (3) If the Company elects to make the adjustment to the Conversion Rate described in Section 4.07(1) in the event of a Public Acquirer Change of Control, (i) Section 4.12 will not apply to such transaction; and (ii) the Incremental Share Factor and Daily Share Cap will be adjusted by proportionately adjusting the Incremental Share Factor and Daily Share Cap immediately prior to such transaction on the same basis as the Base Conversion Rate; and (iii) the Daily VWAP will be based upon the Last Reported Sale Prices of the Public Acquirer Common Stock. (b) In order to make the election pursuant to this Section 12.04, the Company and the acquirer or other issuer of the Public Acquirer Common Stock 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 required to so comply) providing that such Notes shall, without the consent of any Holders of Notes, each Security shall be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject and execute an amendment to the conditions relating Registration Rights Agreement (to conversion of Debentures specified hereinthe extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof apply to the Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments that which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 4, 12 as determined in good faith by the Board of Directors of the Company or the Public Acquirersuch issuer (which shall be conclusive).

Conversion After a Public Acquirer Change of Control. (1a) In the event of a Public Acquirer Change of Control, the Company public acquirer may, in lieu of adjusting increasing the Conversion Rate by the number of Additional Shares upon conversion pursuant to 4.12Section 10.05(a), irrevocably elect to adjust its conversion obligation and the Conversion Rate such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Debentures shall be entitled to convert their Debentures, in accordance with Section 10.01, based on a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control shall be adjusted by multiplying it by a fraction: (A1) the numerator of which shall be (A) in the case of a consolidation, merger or binding share exchange, Public Acquirer Change of Control pursuant to which the Common Stock is converted solely into cash, the value of such cash paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the closing sale prices Closing Sale Prices of the Common Stock for the five consecutive Trading Days prior to to, but excluding excluding, the Effective Date of such Public Acquirer Change of Control; and (B2) the denominator of which shall be the arithmetic average of Weighted Average Price the Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the Effective Date of such Public Acquirer Change of Control. (2b) At least thirty-five (35) Trading Days prior to the expected effective date of such Public Acquirer Change of Control and not later than concurrently with the applicable notice of such Change of Control, the The Company shall provide a notify Holders of the public acquirer’s election by providing notice (a “Public Acquirer Change of Control Notice”) to all the Holders, the Trustee and the Paying Agent stating whether the Company elects (i) to adjust the Conversion Rate as set forth in this Section 4.07 or (ii) does not elect to so adjust the Conversion Rate, in which case the Holders will have the right to convert the Notes and, if applicable, receive any Additional Shares as set forth in Section 4.06. In addition, upon a Public Acquirer Change of Control, in lieu of converting securities, the Holders can, subject to certain conditions, require the Company to repurchase all of a portion of the Notes pursuant to Section 5.1510.01(c). (3c) If the Company public acquirer elects to make the adjustment to the Conversion Rate described in Section 4.07(110.12(a) in the event of a Public Acquirer Change of Control, (i) Section 4.12 holders of Debentures will not apply be entitled to such transaction; and (ii) the Company and the acquirer or other issuer of Public Acquirer Common Stock 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 required receive any additional shares pursuant to so comply) providing that such Notes shall, without the consent of any Holders of Notes, be convertible into shares of Public Acquirer Common Stock at the adjusted Conversion Rate as specified above (subject to the conditions relating to conversion of Debentures specified herein. 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 4, as determined in good faith by the Company or the Public AcquirerSection 10.05(a).