Common use of Conversion Based on Trading Price of the Notes Clause in Contracts

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock during the five business day period after any five consecutive trading day period (the "measurement period") in which the "trading price" per $1,000 principal amount of Notes for each day in the measurement period was less than 98% of the closing price (as defined in Section 11.05(g)) of the Common Stock on that day multiplied by the Conversion Rate for such date; provided that a Holder may not convert its Notes (in reliance on this provision) if on any trading day during such measurement period the closing price of the Common Stock was between 100% and 130% of the then current Conversion Price. (b) The "trading price" of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $10,000,000 principal amount of the Notes from a nationally recognized securities dealer, then the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock on such determination date multiplied by the Conversion Rate. (c) In connection with any conversion upon satisfaction of the above trading pricing condition, the Trustee shall have no obligation to determine the trading price of the Notes during the applicable period unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of Notes provides the Company with reasonable evidence that the trading price per $1,000 principal amount of Notes would be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Rate.

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder Holders of this Note has the Notes shall have the right to convert this Note their Notes into shares of Common Stock during the five business day period after following any five 10 consecutive trading day period (the "measurement period") days in which the "average of the trading price" per $1,000 principal amount of prices for the Notes for each day in the measurement period that 10 trading days was less than 98% of the closing price (as defined in Section 11.05(g)) average last reported sale prices of the Common Stock on that day during such period multiplied by the Conversion Rate for such date; provided that Rate. The "Conversion Rate" shall be equal to the number of shares of Common Stock issuable upon conversion of a Holder may not convert its Notes Note per $1,000 of principal amount thereof (in reliance on this provision) if on any trading day during such measurement period the closing price i.e., $1,000 principal amount of the Common Stock was between 100% and 130% of Note being converted divided by the then current applicable Conversion Price). (b) The "trading price" of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid two bids for $10,000,000 principal amount of the Notes from a nationally recognized securities dealerdealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Notes, then the trading price per $1,000 principal amount of the Notes will be deemed to be less than 98equal to 97.9% of (a) the closing Conversion Rate of the Notes as of the applicable date of determination multiplied by (b) the last reported sale price (as set forth defined in Section 11.05(g)) of the Common Stock on such determination date multiplied by the Conversion Ratedate. (c) In connection with any conversion upon satisfaction of the above trading pricing condition, the The Trustee shall have no obligation to will determine the trading price of the Notes during the applicable period unless at the Company has requested such determination; and request of the Company. The Company shall have no obligation to make such request unless a Holder upon receipt of Notes provides the Company with reasonable evidence from the Holder that the trading price per $1,000 principal amount of Notes would condition to conversion under this Section 12.02 has been or may be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Ratesatisfied.

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note9, and subject to and upon compliance with the provisions of this the Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock during the five business day period after following any five 10 consecutive trading day period (the "measurement period") days in which the "average of the trading price" per $1,000 principal amount of prices for the Notes for each day in the measurement period that 10 trading days was less than 98% of the average closing price (as defined in Section 11.05(g)) of the Indenture) of the Common Stock on that day during such period multiplied by the Conversion Rate for such date; provided that Rate. The “Conversion Rate” shall be equal to the number of shares of Common Stock issuable upon conversion of a Holder may not convert its Notes Note per $1,000 of principal amount thereof (in reliance on this provision) if on any trading day during such measurement period the closing price i.e., $1,000 principal amount of the Common Stock was between 100% and 130% of Note being converted divided by the then current applicable Conversion Price. (b) ). The "“trading price" ” of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes Note obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid two bids for $10,000,000 principal amount of the Notes from a nationally recognized securities dealerdealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Notes, then the trading price per $1,000 principal amount of the Notes will be deemed to be less than 98equal to 97.9% of (a) the Conversion Rate of the Notes as of the applicable date of determination multiplied by (b) the closing price (as set forth in Section 11.05(g)11.05 of the Indenture) of the Common Stock on such determination date multiplied by the Conversion Rate. (c) In connection with any conversion upon satisfaction of the above trading pricing condition, the date. The Trustee shall have no obligation to will determine the trading price of the Notes during the applicable period unless at the Company has requested such determination; and request of the Company. The Company shall have no obligation to make such request unless a Holder upon receipt of Notes provides the Company with reasonable evidence from the Holder that the trading price per $1,000 principal amount of the Notes would may be less than 98% of the average closing price (as set forth in Section 11.05(g)11.05 of the Indenture) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Rate.

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note9, and subject to and upon compliance with the provisions of this the Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock during the five business day period after any five consecutive trading day period (the "measurement period") in which the "trading price" per $1,000 principal amount of Notes for each day in the measurement period was less than 98% of the closing price (as defined in Section 11.05(g)) of the Indenture) of the Common Stock on that day multiplied by the Conversion Rate for such date; provided that a Holder may not convert its Notes (in reliance on this provision) if on any trading day during such measurement period the closing price of the Common Stock was between 100% and 130% of the then current Conversion Price. (b) Price of the Notes. The "trading price" of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $10,000,000 principal amount of the Notes from a nationally recognized securities dealer, then the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Indenture) of the Common Stock on such determination date multiplied by the Conversion Rate. (c) . In connection with any conversion upon satisfaction of the above trading pricing condition, the Trustee shall have no obligation to determine the trading price of the Notes during the applicable period of the Notes unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of Notes provides the Company with reasonable evidence that the trading price per $1,000 principal amount of Notes would be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Indenture) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Indenture) of the Common Stock multiplied by Conversion Rate.

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock during the five business day period after any five consecutive trading day period (the "“measurement period"”) in which the "“trading price" ” per $1,000 principal amount of Notes for each day in the measurement period was less than 98% of the closing price (as defined in Section 11.05(g)) of the Common Stock on that day multiplied by the Conversion Rate for such date; provided that a Holder may not convert its Notes (in reliance on this provision) if on any trading day during such measurement period the closing price of the Common Stock was between 100% and 130% of the then current Conversion Price. (b) The "“trading price" ” of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $10,000,000 principal amount of the Notes from a nationally recognized securities dealer, then the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock on such determination date multiplied by the Conversion Rate. (c) In connection with any conversion upon satisfaction of the above trading pricing condition, the Trustee shall have no obligation to determine the trading price of the Notes during the applicable period unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder of Notes provides the Company with reasonable evidence that the trading price per $1,000 principal amount of Notes would be less than 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Rate.

Conversion Based on Trading Price of the Notes. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock during the five business day period after following any five 10 consecutive trading day period (the "measurement period") days in which the "average of the trading price" per $1,000 principal amount of prices for the Notes for each day in the measurement period that 10 trading days was less than 98% of the average closing price (as defined in Section 11.05(g)) of the Common Stock on that day during such period multiplied by the Conversion Rate for such date; provided that Rate. The “Conversion Rate” shall be equal to the number of shares of Common Stock issuable upon conversion of a Holder may not convert its Notes Note per $1,000 of principal amount thereof (in reliance on this provision) if on any trading day during such measurement period the closing price i.e., $1,000 principal amount of the Common Stock was between 100% and 130% of Note being converted divided by the then current applicable Conversion Price). (b) The "“trading price" ” of the Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes Note obtained by the Trustee for $10,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot be obtained, but two such bids are obtained by the Trustee, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, that one bid shall be used. If the Trustee cannot reasonably obtain at least one bid two bids for $10,000,000 principal amount of the Notes from a nationally recognized securities dealerdealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Notes, then the trading price per $1,000 principal amount of the Notes will be deemed to be less than 98equal to 97.9% of (a) the Conversion Rate of the Notes as of the applicable date of determination multiplied by (b) the closing price (as set forth in Section 11.05(g)11.05) of the Common Stock on such determination date multiplied by the Conversion Ratedate. (c) In connection with any conversion upon satisfaction of the above trading pricing condition, the The Trustee shall have no obligation to will determine the trading price of the Notes during the applicable period unless at the Company has requested such determination; and request of the Company. The Company shall have no obligation to make such request unless a Holder upon receipt of Notes provides the Company with reasonable evidence from the Holder that the trading price per $1,000 principal amount of the Notes would may be less than 98% of the average closing price (as set forth in Section 11.05(g)11.05) of the Common Stock multiplied by the Conversion Rate during the applicable period. At such time, the Company shall instruct the Trustee to determine the trading price of the Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the closing price (as set forth in Section 11.05(g)) of the Common Stock multiplied by Conversion Rate.