Common use of Conversion After Record Date Clause in Contracts

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures at the close of business on such Record Date shall receive the Interest (including Contingent Interest) payable on such Debentures on such Interest Payment Date notwithstanding the conversion thereof. Debentures surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) payable on such Interest Payment Date on the Debentures being surrendered for conversion. Except as provided in this Section 12.9, no adjustments in respect of payments of Interest (including Contingent Interest) on Debentures surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Debentures.

Conversion After Record Date. Except as provided belowin the next succeeding paragraph of this Section 13.9 and in the proviso to this sentence, if any Debentures are surrendered upon surrender of Securities for conversion on any day other than an Interest Payment Dateconversion, the Holder of such Debentures Securities shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures Securities since the prior Interest Payment Date; provided, however, that (a) if any Securities are surrendered for conversion during a Fundamental Change Conversion Period, then the Holder thereof shall be entitled to receive all interest that has accrued on such Securities since the prior Interest Payment Date until the Effective Date of the applicable Fundamental Change and (b) if any Securities are surrendered for conversion during a Redemption Conversion Period, then the Holder thereof shall be entitled to receive all interest that has accrued on such Securities since the prior Interest Payment Date until the Redemption Date immediately following the Redemption Conversion Period. By Except as set forth in the proviso to the preceding sentence, by delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12XIII, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date record date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date record date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall shall, unless the Securities being converted (except in the case of Debentures which a) have been called for redemption during such period or on such Interest Payment Date or (b) are being converted during a Redemption Date within such period) Fundamental Change Conversion Period, be accompanied by payment by Holdersthe Holders thereof, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.913.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except Securities called for redemption on a Redemption Date between such record date and such Interest Payment Date), the Holder of such Debentures Securities at the close of business on such Record Date record date shall be entitled to receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures securities being surrendered for conversion. Subject to the provisions of Section 3.07 relating to the payment of Defaulted Interest by the Company, the interest payment with respect to a Security called for redemption on a Redemption Date during the period from the close of business on any regular record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of such Security at the close of business on such regular record date notwithstanding the conversion of such Security after such Regular Record Date and prior to such Interest Payment Date, and the Holder converting such Security need not include a payment of such interest payment amount upon surrender of such Security for conversion. Except as provided in this Section 12.914.09, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided belowin this Section 4.10 and Section 3.01(a)(B) and Section 4.02(e), if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Notes shall not be entitled to receive any Interest (including Contingent Interest) that has payment in respect of accrued and unpaid interest on any such Debentures since the prior Interest Payment DateNotes being converted. By delivery to the Holder holder of the number of shares of Common Stock Limited Voting Shares (including any Additional Shares) or other consideration issuable or payable upon conversion in accordance with this Article 12Four, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Notes will be deemed to have been paid in full. If any Debentures Notes are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Notes at the close of business on such Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Note on such Interest Payment Date notwithstanding the conversion thereof. Debentures Notes surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which Notes that have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds funds, or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Notes being surrendered for conversion; provided, however, if the Company elects to redeem Notes on a date, specifies a Designated Event Repurchase Date or establishes a Calculation Date, that is after the Regular Record Date but prior to the corresponding Interest Payment Date or, to the extent of any overdue interest at the time of conversion with respect to the Note, and such Holder elects to convert those Notes, the Holder will not be required to pay the Company, at the time that Holder surrenders those Notes for conversion, the amount of interest such Holder will have received on the Interest Payment Date. If Notes are surrendered for conversion on or after the earlier of the Record Date for receiving distributions in connection with a Fundamental Change and the Effective Date, the Holder will receive on conversion the number of Limited Voting Shares into which the Notes were convertible immediately before the Fundamental Change. Except as provided in this Section 12.94.10 and Section 3.01(a)(B) and Section 4.02(e), no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Notes surrendered for conversion or any dividends or distributions or interest on the Common Stock issued Limited Voting Shares or cash paid upon conversion shall be made upon the conversion of any DebenturesNotes.

Conversion After Record Date. Except as provided belowbelow and in the proviso to this paragraph, if any Debentures Securities are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures Securities shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures Securities since the prior Interest Payment Date; provided, however that if any Securities are surrendered for conversion within five Business Days prior to the Stated Maturity of the Securities, then the Holder thereof shall be entitled to receive any interest that has accrued on such Securities since the prior Interest Payment Date until the date of Stated Maturity. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 1211, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Securities will be deemed to have been paid in full. If Except as otherwise set forth in the proviso to the preceding paragraph of this Section 11.9, if any Debentures Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date record date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date record date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.911.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures CODES are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures CODES shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures CODES since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures CODES will be deemed to have been paid in full. If any Debentures CODES are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures CODES at the close of business on such Record Date shall receive the Interest (including Contingent Interest) payable on such Debentures CODES on such Interest Payment Date notwithstanding the conversion thereof. Debentures CODES surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures CODES which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) payable on such Interest Payment Date on the Debentures CODES being surrendered for conversion. Except as provided in this Section 12.9, no adjustments in respect of payments of Interest (including Contingent Interest) on Debentures CODES surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesCODES.

Conversion After Record Date. Except as provided belowin this Section 4.09, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Securities shall not be entitled to receive any Interest accrued and unpaid interest, if any (including Contingent Additional Interest) that has accrued , if any), on any such Debentures since the prior Interest Payment DateSecurities being converted. By delivery to the Holder of the number of shares Cash or combination of Common Stock and Cash, or other consideration issuable or payable upon conversion in accordance with this Article 124, any accrued and unpaid Interest interest, if any (including Contingent Additional Interest) , if any), on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the close of business on the Regular Record Date preceding an Interest Payment Date but on or prior to the open of business on such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Regular Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Security on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Regular Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds or other funds Cash of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion; provided, however, that no such interest payment need be made to the Company (i) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next Interest Payment Date, (ii) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after a Regular Record Date but on or prior to the next Interest Payment Date, or (iii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Security. Except as provided in this Section 12.94.09, no adjustments in respect of payments of Interest interest (including Contingent Additional Interest, if any) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided belowin this Section 4.09, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Securities shall not be entitled to receive any Interest accrued and unpaid interest, if any (including Contingent Additional Interest) that has accrued , if any), on any such Debentures since the prior Interest Payment DateSecurities being converted. By delivery to the Holder of the number of shares Cash or combination of Common Stock and Cash, or other consideration issuable or payable upon conversion in accordance with this Article 124, any accrued and unpaid Interest interest, if any (including Contingent Additional Interest) , if any), on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Regular Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Regular Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Security on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Regular Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds or other funds Cash of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion; provided, however, that no such interest payment need be made to the Company (i) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next Interest Payment Date, (ii) if the Company has specified a Fundamental Change Repurchase Date following a Fundamental Change that is after a Regular Record Date but on or prior to the next Interest Payment Date, or (iii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Security. Except as provided in this Section 12.94.09, no adjustments in respect of payments of Interest interest (including Contingent Additional Interest, if any) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Debentures.Securities. (NY) 20543/090/INDENTURE/arm.indenture.doc

Conversion After Record Date. Except as provided ----------------------------------------- below, if any Debentures Securities are surrendered for conversion on any day other than an Interest Payment Dateinterest payment date, the Holder of such Debentures Securities shall not be entitled to receive any Interest interest (including Contingent Interestcontingent interest) that has accrued on such Debentures Securities since the prior Interest Payment Dateinterest payment date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 1210, any accrued and unpaid Interest interest (including Contingent Interestcontingent interest) on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date interest payment date but on or prior to such Interest Payment Dateinterest payment date, the Holder of such Debentures Securities at the close of business on such Record Date shall receive the Interest any interest (including Contingent Interestcontingent interest) payable on such Debentures Securities on such Interest Payment Date interest payment date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date interest payment date to the opening of business on such Interest Payment Date interest payment date shall (except in the case of Debentures Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest interest (including Contingent Interestcontingent interest) payable on such Interest Payment Date interest payment date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.910.9, no adjustments in respect of payments of Interest interest (including Contingent Interestcontingent interest) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided belowbelow and in the proviso to this paragraph, if any Debentures Securities are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures Securities shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures Securities since the prior Interest Payment Date; provided, however, that if any Securities are surrendered for conversion or redemption within (i) five Business Days prior to the Stated Maturity of the Securities or any Redemption Date or (ii) during the Fundamental Change Conversion Period, then the Holder thereof shall be entitled to receive any interest that has accrued on such Securities since the prior Interest Payment Date until the date of Stated Maturity, such Redemption Date or the Effective Date of the Fundamental Change. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12XV, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Securities will be deemed to have been paid in full. If Except as otherwise set forth in the proviso to the preceding paragraph of this Section 15.9, if any Debentures Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date record date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date record date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.915.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures CODES are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures CODES shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures CODES since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures CODES will be deemed to have been paid in full. If any Debentures CODES are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures CODES at the close of business on such Record Date shall receive the Interest (including Contingent Interest) payable on such Debentures CODES on such Interest Payment Date notwithstanding the conversion thereof. Debentures CODES surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on 81 88 such Interest Payment Date shall (except in the case of Debentures CODES which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) payable on such Interest Payment Date on the Debentures CODES being surrendered for conversion. Except as provided in this Section 12.9, no adjustments in respect of payments of Interest (including Contingent Interest) on Debentures CODES surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesCODES.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures Debt Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except 82 Subordinated Indenture Debt Securities called for redemption on a Redemption Date between such record date and Interest Payment Date), the Holder of such Debentures Debt Securities at the close of business on such Record Date record date shall be entitled to receive the Interest (including Contingent Interest) interest payable on such Debentures Debt Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Debt Securities surrendered for conversion during the period from the close of business on any Record Date record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Debt Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for to the account of Company and in the Company, in New York Clearing House funds or other funds Currency acceptable to the Company of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Debt Securities being surrendered for conversion. Except as provided in this Section 12.916.09, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Debt Securities surrendered for conversion or any dividends or distributions or of interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesDebt Securities.

Conversion After Record Date. Except as provided belowin this Section 6.12, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Securities shall not be entitled to receive any Interest separate cash payments with respect to accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) that has accrued on any such Debentures since the prior Interest Payment DateSecurities being converted. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable or cash payable upon conversion in accordance with this Article 126, any accrued and unpaid Interest interest (including Contingent Interest and Additional Interest, if any) on such Debentures will Securities shall be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date record date shall receive the Interest interest (including Contingent Interest and Additional Interest, if any) payable on such Debentures Security on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date record date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds funds, or other funds of an amount equal to the Interest interest (including Contingent Interest and Additional Interest, if any) payable on such Interest Payment Date on the Debentures Securities being surrendered for conversionconversion;provided that no such payment is required if (a) the Company has specified a Redemption Date during the period from the close of business on any record date preceding any Interest Payment Date through and including such Interest Payment Date or (b) any overdue interest (including any overdue Contingent Interest and Additional Interest, if any) exists at the time of the conversion with respect to the Securities converted, but only to the extent of the amount of such overdue interest. Except as provided in Section 6.2(a) and this Section 12.96.12, no payment or adjustments in respect of payments of Interest interest (including Contingent Interest and Additional Interest, if any) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures Debt Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except Subordinated Indenture 82 Debt Securities called for redemption on a Redemption Date between such record date and Interest Payment Date), the Holder of such Debentures Debt Securities at the close of business on such Record Date record date shall be entitled to receive the Interest (including Contingent Interest) interest payable on such Debentures Debt Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Debt Securities surrendered for conversion during the period from the close of business on any Record Date record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Debt Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for to the account of Company and in the Company, in New York Clearing House funds or other funds Currency acceptable to the Company of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Debt Securities being surrendered for conversion. Except as provided in this Section 12.916.09, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Debt Securities surrendered for conversion or any dividends or distributions or of interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesDebt Securities.

Conversion After Record Date. Except as provided below, if any Debentures Securities are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures Securities shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures Securities since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12X, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.910.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures Notes are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except in the case of any Note or portion thereof which has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, between such record date and such Interest Payment Date), the Holder of such Debentures Notes at the close of business on such Record Date record date shall be entitled to receive the Interest interest (including Contingent Interestand Liquidated Damages, if any) payable on such Debentures Notes on such Interest Payment Date notwithstanding the conversion thereof. Debentures Each Note surrendered for conversion (in whole or part) during the period from the close of business on any Record Date record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures any Note or portion thereof which have has been called for redemption on a Redemption Date or which the Holder has elected to have repurchased on a Repurchase Date, occurring, in either case, within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the Interest interest (including Contingent Interestand Liquidated Damages, if any) payable on such Interest Payment Date on the Debentures Note (or part thereof) being surrendered for conversion. Except as provided in this Subject to the provisions of Section 12.94.01 relating to the payment of Defaulted Interest by the Company, no adjustments in the interest (and Liquidated Damages, if any) payment with respect of payments of Interest to a Note (including Contingent Interestor portion thereof) called for redemption on Debentures surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Debentures.a

Conversion After Record Date. Except as provided belowin this 0, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Securities shall not be entitled to receive any Interest accrued and unpaid interest, if any (including Contingent Additional Interest) that has accrued , if any), on any such Debentures since the prior Interest Payment DateSecurities being converted. By delivery to the Holder of the number of shares Cash or combination of Common Stock and Cash, or other consideration issuable or payable upon conversion in accordance with this Article 120, any accrued and unpaid Interest interest, if any (including Contingent Additional Interest) , if any), on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Regular Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Regular Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Security on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Regular Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds or other funds Cash of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion; provided, however, that no such interest payment need be made to the Company (i) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next Interest Payment Date, (ii) if the Company has specified a Fundamental Change Repurchase Date following a Fundamental Change that is after a Regular Record Date but on or prior to the next Interest Payment Date, or (iii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Security. Except as provided in this Section 12.90, no adjustments in respect of payments of Interest interest (including Contingent Additional Interest, if any) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 1210, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures will be deemed to have been paid in full. If any Debentures are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures at the close of business on such Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures on such Interest Payment Date notwithstanding the conversion thereof. However, Debentures surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures being surrendered for conversion. Except as provided in this Section 12.910.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Debentures.

Conversion After Record Date. Except as provided belowin the succeeding paragraph, upon conversion, the Holder of Notes shall not be entitled to receive any accrued and unpaid interest, Contingent Interest or Additional Interest (other than overdue interest), if any. If any Debentures Notes are surrendered for conversion subsequent to the close of business on any day other than an Record Date but prior to the opening of business on the corresponding Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Notes at the close of business on such Record Date shall receive the interest, Contingent Interest (including Contingent and Additional Interest) , if any, payable on such Debentures Notes on such Interest Payment Date notwithstanding the conversion thereof. Debentures Notes surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such the corresponding Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such periodas set forth below) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest, Contingent Interest and Additional Interest (including Contingent Interest) other than overdue interest), if any, payable on such Interest Payment Date on the Debentures Notes being surrendered for conversion. The preceding sentence does not apply to (1) a Holder that converts Notes that have been called by the Company for redemption and in respect of which the Company has specified a Redemption Date that is after a Record Date and on or prior to the corresponding Interest Payment Date, (2) a Holder that converts Notes in respect of which the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the corresponding Interest Payment Date or (3) any overdue interest existing at the time of conversion with respect to the Notes converted, but only to the extent of the amount of such overdue interest. Accordingly, under the circumstances described in clauses (1) and (2), notwithstanding the foregoing, if the Company elects to redeem Notes and a Holder of Notes being redeemed chooses to convert those Notes on a date that is after a Record Date but prior to the corresponding Interest Payment Date, the Holder will not be required to pay the Company, at the time that Holder surrenders those Notes for conversion, the amount of interest (including Contingent Interest and Additional Interest, if any) it will receive on the Interest Payment Date. Except as provided described in Section 12.2(a) and this Section 12.9, no adjustments the Company will not make any payment in respect of payments of Interest (including Contingent Interest) on Debentures surrendered for conversion cash or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of or other adjustment for accrued and unpaid interest or Additional Interest on any DebenturesNotes when they are converted.

Conversion After Record Date. Except as provided belowin this Section 4.09, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the a converting Holder of such Debentures Securities shall not be entitled to receive any Interest accrued and unpaid interest, if any (including Contingent Additional Interest) that has accrued , if any), on any such Debentures since the prior Interest Payment DateSecurities being converted. By delivery to the Holder of the number of shares Cash or combination of Common Stock and Cash, or other consideration issuable or payable upon conversion in accordance with this Article 124, any accrued and unpaid Interest interest, if any (including Contingent Additional Interest) , if any), on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Regular Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Regular Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Security on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Regular Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by from converting Holders, for the account of the Company, in New York Clearing House funds or other funds Cash of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion; provided, however, that no such interest payment need be made to the Company (i) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next Interest Payment Date, (ii) if the Company has specified a Fundamental Change Repurchase Date following a Fundamental Change that is after a Regular Record Date but on or prior to the next Interest Payment Date, or (iii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Security. Except as provided in this Section 12.94.09, no adjustments in respect of payments of Interest interest (including Contingent Additional Interest, if any) on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (interest, including Contingent Interest) contingent interest, if any, that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12Seventeen, any accrued and unpaid Interest (interest, including Contingent Interest) contingent interest, if any, on such Debentures will be deemed to have been paid in full. If any Debentures are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures at the close of business on such Record Date shall receive the Interest (interest, including Contingent Interest) contingent interest, if any, payable on such Debentures on such Interest Payment Date notwithstanding the conversion thereof. Debentures surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (interest, including Contingent Interest) contingent interest, if any, payable on such Interest Payment Date on the Debentures being surrendered for conversion. Except as provided in this Section 12.91709, no adjustments in respect of payments of Interest (interest, including Contingent Interest) contingent interest, if any, on Debentures surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Debentures.

Conversion After Record Date. Except as provided belowin the succeeding paragraph, upon conversion, the Holder of Securities shall not be entitled to receive any accrued and unpaid interest or Additional Interest (other than overdue interest), if any. If any Debentures Securities are surrendered for conversion subsequent to the close of business on any day other than an Record Date but prior to the opening of business on the corresponding Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date shall receive the Interest (including Contingent interest and Additional Interest) , if any, payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such the corresponding Interest Payment Date shall (except in the case of Debentures Securities which have been called for redemption on a Redemption Date within such periodperiod or Securities surrendered for conversion after acceleration of the Securities) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest and Additional Interest (including Contingent Interest) other than overdue interest), if any, payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. The preceding sentence does not apply to (1) Securities that are converted after being called by the Company for redemption or (2) any overdue interest existing at the time of conversion with respect to the Securities converted, but only to the extent of the amount of such overdue interest. Accordingly, under the circumstances described in clause (1), notwithstanding the foregoing, if the Company elects to redeem Securities and a Holder of Securities being redeemed chooses to convert those Securities on a date that is after a Record Date but prior to the corresponding Interest Payment Date, the Holder will not be required to pay the Company, at the time that Holder surrenders those Securities for conversion, the amount of interest (including Additional Interest, if any) it will receive on the Interest Payment Date. Except as provided described in Section 12.2(a) and this Section 12.9, no adjustments the Company will not make any payment in respect of payments of Interest (including Contingent Interest) on Debentures surrendered for conversion cash or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of or other adjustment for accrued and unpaid interest or Additional Interest on any DebenturesSecurities when they are converted.

Conversion After Record Date. Except as provided below, if any Debentures Securities are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures Securities shall not be entitled to receive any Interest (including Contingent Interest) interest that has accrued on such Debentures Securities since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12X, any accrued and unpaid Interest (including Contingent Interest) interest on such Debentures Securities will be deemed to have been paid in full. If any Debentures Securities are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder of such Debentures Securities at the close of business on such Record Date shall receive the Interest (including Contingent Interest) interest payable on such Debentures Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Securities surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Securities which have been called for redemption on a Redemption Date within such period) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Securities being surrendered for conversion. Except as provided in this Section 12.910.9, no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any DebenturesSecurities.

Conversion After Record Date. Except as provided below, if any Debentures are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Debentures shall not be entitled to receive any Interest (including Contingent Interest) that has accrued on such Debentures since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock or other consideration issuable upon conversion in accordance with this Article 12, any accrued and unpaid Interest (including Contingent Interest) on such Debentures will be deemed to have been paid in full. If any Debentures Registered Securities are surrendered for conversion subsequent to the Record Date record date preceding an Interest Payment Date but on or prior to such Interest Payment Date (except Registered Securities called for redemption on a Redemption Date between such record date and Interest Payment Date), the Holder of such Debentures Registered Securities at the close of business on such Record Date record date shall be entitled to receive the Interest (including Contingent Interest) interest payable on such Debentures Registered Securities on such Interest Payment Date notwithstanding the conversion thereof. Debentures Registered Securities surrendered for conversion during the period from the close of business on any Record Date record date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Debentures Registered Securities which have been called for redemption on a Redemption Date within such period, in which case, notwithstanding anything to the contrary contained in this Indenture, no interest payment shall be made on such Interest Payment Date to the Holders of such Registered Security on such record date) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds and in the Currency in which such Registered Security is payable or another Currency acceptable to the Company of an amount equal to the Interest (including Contingent Interest) interest payable on such Interest Payment Date on the Debentures Registered Securities being 118 surrendered for conversion. Except as provided in this Section 12.916.09 and Section 16.02(c), no adjustments in respect of payments of Interest (including Contingent Interest) interest on Debentures Debt Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock Equity Securities issued upon conversion shall be made upon the conversion of any DebenturesDebt Securities.