Conversion Procedure and Payment Upon Conversion. (a) Subject to this Section 10.02 and Section 10.11, upon conversion of any Security, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Securities being converted, cash ("Cash Settlement"), Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares of Common Stock in accordance with Section 10.03 ("Physical Settlement") or a combination of cash and Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares of Common Stock in accordance with Section 10.03 ("Combination Settlement"), at its election, as set forth in this Section 10.02.
(i) All conversions for which the relevant Conversion Date occurs on or after the 22nd Scheduled Trading Day immediately prior to the Maturity Date shall be settled using the same Settlement Method.
(ii) Except for any conversions described in the immediately preceding clause (i), the Company shall use the same Settlement Method for all conversions of Securities occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates.
(iii) If, in respect of any Conversion Date (or for all conversions in any period), the Company elects to deliver a notice (the "Settlement Notice") of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the Close of Business on the Trading Day immediately following the relevant Conversion Date to which such Settlement Notice applies (or, in the case of any conversions occurring on or after the 22nd Scheduled Trading Day immediately prior to the Maturity Date, no later than the 22nd Scheduled Trading Day immediately prior to the Maturity Date). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence for a Conversion Date, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to conversions on such Conversion Date and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation on such Conversion Date, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be equal to $1,000. Such Settlement Notice shall s...
Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated Note must:
(1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent;
(2) surrender the Note to the Conversion Agent;
(3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent;
(4) pay all transfer or similar taxes if required pursuant to Section 10.04; and
(5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note.
(1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion.
(2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a nu...
Conversion Procedure and Payment Upon Conversion. 9.4.1 To convert a Security (other than a mandatory conversion pursuant to Section 9.3), a Holder must satisfy the requirements of paragraph 6 of the Securities. If a Security is tendered for conversion or upon a mandatory conversion pursuant to Section 9.3 in accordance with this ARTICLE IX, then:
(a) the Company shall deliver, through the Conversion Agent, the following to the Holder of such Security:
(i) a certificate for, or to the extent permissible, in book entry form through DTC, the number of full shares of Common Stock into which the Securities are converted (the “Conversion Shares”);
(ii) any cash payment for fractional shares (the “Cash Payment”); and
(iii) cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Conversion Date, shares of Common Stock valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Conversion Date, in each case in an amount equal to all accrued and unpaid interest from, and including, the last Record Date through and excluding the Conversion Date;
(b) the Company shall deliver such Conversion Shares and such cash interest Payment or shares of Common Stock in lieu of interest as soon as practicable following the Conversion Date applicable to such conversion, but in no event more than two (2) Business Days after the Conversion Date; and
(c) at and after the close of business on the Conversion Date, the person in whose name such certificate representing such Conversion Shares is to be registered shall be treated as a stockholder of record with respect to such Conversion Shares, and all rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable upon conversion of such Security as provided herein.
9.4.2 If any Holder surrenders a Security for conversion after the close of business on the Record Date for the payment of an installment of interest and prior to the related Interest Payment Date, then, notwithstanding such conversion, the interest payable with respect to such Security on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the close of business on such Record Date.
9.4.3 If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon such conversion, if any, shall be based on the total principal amount of all Securities converted.
9.4.4 Upon surrender of a Se...
Conversion Procedure and Payment Upon Conversion. (A) To convert a Security, a Holder of a Physical Security must (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay any tax or duty if required pursuant to Section 10.04 and (5) pay the amount of interest, if any, required by Section 10.02
Conversion Procedure and Payment Upon Conversion. (A) To convert a Security, a Holder must satisfy the requirements of paragraph 10 of the Securities, and the Securities must be convertible pursuant to Section 8.01 hereof. Upon conversion of a Holder’s Security, the Company shall deliver, through the Conversion Agent, the following to such Holder:
(i) a principal amount (the “Principal Return”) in cash equal to the sum of the Daily Principal Returns for each Trading Day in the Cash Settlement Averaging Period for such conversion; and
(ii) if the sum of the Daily Net Shares for each Trading Day in the Cash Settlement Averaging Period for such conversion is greater than or equal to one (1), a certificate for a number of shares of Common Stock (the “Net Shares”) equal to such sum; provided, however, that the Company shall not issue fractional shares of Common Stock and shall instead deliver cash (in addition to any other consideration payable upon such conversion) in an amount equal to the value of such fraction computed on the basis of the Volume-Weighted Average Price per share of Common Stock on the last Trading Day in the applicable Cash Settlement Averaging Period. The Company shall deliver such Principal Return and, if applicable, such Net Shares as soon as practicable following the Business Day (the “Conversion Date”) on which such Holder satisfies all the requirements for such conversion specified in paragraph 10 of the Securities, but in no event more than three (3) Business Days after the last Trading Day in the Cash Settlement Averaging Period applicable to such conversion; provided, however, that any Make-Whole Consideration payable pursuant to Section 8.15 hereof shall be delivered by the Company within the time period specified in Section 8.15 hereof.
Conversion Procedure and Payment Upon Conversion. (a) Subject to this Section 10.02 and Section 10.11 and the settlement provisions of Section 10.14(c), upon conversion of any Security, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Securities being converted, cash (“Cash Settlement”), Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares of Common Stock in accordance with Section 10.03 (“Physical Settlement”) or a combination of cash and Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares of Common Stock in accordance with Section 10.03 (“Combination Settlement”), at its election, as set forth in this Section 10.02.
Conversion Procedure and Payment Upon Conversion. (a) The first paragraph of Section 10.02(a)(v) is amended and restated as follows:
Conversion Procedure and Payment Upon Conversion. (A) To convert a Security, the Securities must be convertible pursuant to Section 10.01. To convert a Security, a Holder must (1) complete and sign the conversion notice, with appropriate signature guarantee, on the back of the Security (the “Conversion Notice”), (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in accordance with Section 10.02(D) and (5) pay any tax or duty if required pursuant to Section 10.03. The date on which a Holder satisfies all the requirements for conversion set forth in this Article X is referred to as the “Conversion Date.” Upon conversion of a Holder’s Security, the Company shall deliver, through the Conversion Agent, for each $1,000 principal amount being converted, an amount of cash and a number of shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Cash Settlement Averaging Period. The “Daily Settlement Amount” for each Trading Day during the Cash Settlement Averaging Period shall consist of:
Conversion Procedure and Payment Upon Conversion. Section 10.02 of the Base Indenture is amended by replacing “June 15, 2021” in clause (a)(i) thereof with “March 1, 2023.”
Conversion Procedure and Payment Upon Conversion. (A) To convert a Security, a Holder must (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, required by Section10.02(E) and (5) pay any tax or duty if required pursuant to Section 10.04. If a Holder holds a beneficial interest in a Global Security, to convert such Security, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Security. Upon conversion of a Holder’s Security, the Company shall pay or deliver, as the case may be, through the Conversion Agent, shares of Common Stock (together with cash in lieu of any fractional share), cash, or a combination thereof (together with cash in lieu of any fractional share) as set forth in this Section 10.02(A). The Company shall inform Holders in writing through the Trustee of its election to deliver shares of Common Stock (together with cash in lieu of any fractional share), pay cash or deliver and pay, as the case may be, a combination thereof (together with cash in lieu of any fractional share) upon conversion of any Securities (and the Specified Cash Amount, if applicable, as described in the immediately succeeding paragraph):
(i) in respect of Securities converted during the period beginning on, and including, the twenty-second (22nd) Business Day immediately preceding the Maturity Date and ending on, and including the Business Day immediately preceding the Maturity Date, no later than the twenty-third (23rd) Business Day immediately preceding the Maturity Date; and
(ii) in all other cases, no later than two Business Days following the applicable Conversion Date. If, in respect of any conversion of Securities, the Company has not irrevocably elected Net Share Settlement (as described in Section 10.02(B)), and the Company does not give notice (including notice of the Specified Cash Amount, if applicable) within the time periods described in the immediately preceding sentence as to how it intends to settle its conversion obligation with respect to such Securities, the Company shall satisfy such conversion obligation by delivering solely shares of Common Stock (other than solely cash in l...
