Common use of Conversion Procedure and Payment Upon Conversion Clause in Contracts

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 Security that is converted in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered. 9.4.5 If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure and Payment Upon Conversion. 9.4.1 (A) To convert a Security (other than a mandatory conversion pursuant to Section 9.3)Security, a Holder must satisfy the requirements of paragraph 6 9 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 IXArticle X, then: (ai) the Company shall deliver, through the Conversion Agent, the following to the Holder of such Security: (ia) if Physical Settlement applies to such conversion, a certificate for, or to the extent permissible, in book entry form through DTC, the number of full shares of Common Stock into which equal to 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 product of the principal amount of such Security (expressed in thousands) and the Conversion DateRate in effect on the Conversion Date of such conversion; provided, shares however, that if such product is not a whole number, then the Company will pay a cash amount in lieu of issuing any fractional share, which cash amount shall be based on the VWAP per share 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 such Conversion Date; (b) if Cash Settlement applies to such conversion, a cash amount equal to the Company shall deliver product of the principal amount of such Conversion Shares Security (expressed in thousands) and such cash interest Payment or shares of Common Stock in lieu of interest as soon as practicable following the Conversion Date Value applicable to such conversion, but in no event more than two (2) Business Days after the Conversion Date; and (c) at if Combination Settlement applies to such conversion, (I) a cash amount equal to the lower of (x) the Fixed Cash Amount applicable to such conversion and after (y) the close Conversion Value applicable to such conversion; and (II) a number of business shares of Common Stock, if any, equal to the sum, for each Trading Day in the Observation Period applicable to such conversion, of one-twentieth (1/20th) of a fraction (a) whose numerator is the excess, if any, of (1) the product of the Conversion Rate in effect on such Trading Day and the VWAP per share of Common Stock on such Trading Day over (2) the Fixed Cash Amount applicable to such conversion and (b) whose denominator is such VWAP per share of Common Stock; provided, however, that if such sum is not a whole number, then the Company will pay a cash amount in lieu of issuing any fractional share, which cash amount shall be based on the VWAP per share of Common Stock on the final Trading Day of such Observation Period; (ii) except as provided in Section 10.10 or Section 10.13(G), the Conversion Consideration due upon such conversion shall be delivered by the Company as follows: (1) if Physical Settlement applies to such conversion, on the third (3rd) Trading Day following the Conversion Date of such conversion (or, if earlier, the Maturity Date); and (2) in all other cases, on the third (3rd) Trading Day following the final Trading Day of the Observation Period applicable to such conversion; (iii) if Physical Settlement applies to such conversion, then the person in whose name such the certificate representing the shares of Common Stock constituting the Conversion Consideration due upon such Conversion Shares is to be registered conversion shall be treated as a stockholder of record with respect of such shares as of the close of business on the Conversion Date of such conversion; (iv) if Combination Settlement applies to such conversion, then the person in whose name the certificate representing the shares of Common Stock, if any, constituting the Conversion SharesConsideration due upon such conversion shall be treated as a stockholder of record of such shares, without duplication, as follows: as of the close of business on each Trading Day (the “relevant trading day”) during the Observation Period applicable to such conversion, such person shall be treated as a stockholder of record of a number of shares of Common Stock equal to the sum, for each Trading Day in such Observation Period occurring on or before such relevant trading day, of one-twentieth (1/20th) of a fraction (A) whose numerator is the excess, if any, of (1) the product of the Conversion Rate in effect on such Trading Day and the VWAP per share of Common Stock on such Trading Day over (2) the Fixed Cash Amount applicable to such conversion and (B) whose denominator is such VWAP per share of Common Stock (except that if such sum is not a whole number, then the fractional portion of such sum shall be ignored); and (v) on and after the Conversion Date for such conversion, all rights of the Holder Holder(s) of such Security with respect to such Security shall terminate, other than the right to receive the consideration deliverable Conversion Consideration due upon such conversion in accordance with this Indenture. The Settlement Method applicable to each conversion of a Security shall be determined in accordance with Section 10.02(B). (B) If a Security is tendered for conversion in accordance with this Article X, then, unless the Conversion Date of such conversion is on or after the Irrevocable Net Share Settlement Election Date, if any, the Company shall, no later than the second (2nd) Scheduled Trading Day immediately after such Conversion Date, provide notice (the “Settlement Method Election Notice”) to the Holder of such Security and the Conversion Agent, through the Trustee, of whether the Conversion Consideration due upon such conversion shall be determined pursuant to Section 10.02(A)(i)(a) (a “Physical Settlement”), Section 10.02(A)(i)(b) (a “Cash Settlement”) or Section 10.02(A)(i)(c) (a “Combination Settlement”), which notice shall also state, in the case of Combination Settlement, the maximum amount of cash (excluding cash, if any, payable in lieu of any fractional share) due upon such conversion per $1,000 principal amount of such Security (such maximum cash amount per $1,000 principal amount, the “Fixed Cash Amount”); provided, however, that: (i) if the Company is required to provide a Settlement Method Election Notice for such conversion pursuant to this Section 10.02(B) and fails to do so in accordance with this Section 10.02(B), then Combination Settlement, with an Fixed Cash Amount equal to one thousand dollars ($1,000), shall apply to such conversion; (ii) unless the Company shall have theretofore made an Irrevocable Net Share Settlement Election, the Company may, prior to August 1, 2029, deliver a one-time notice (the “Free Convertibility Period Settlement Method Election Notice”) to Holders, the Trustee and the Conversion Agent, irrevocably designating the Settlement Method that shall apply to each and every conversion of a Security whose Conversion Date occurs on or after August 1, 2029; if the Company so provides a Free Convertibility Period Settlement Method Election Notice, then (I) the Company cannot thereafter rescind such notice; and (II) the Company need not, and may not, provide a Settlement Method Election Notice with respect to any conversion of a Security whose Conversion Date occurs on or after August 1, 2029; (iii) if, on August 1, 2029, the Company has not theretofore made an Irrevocable Net Share Settlement Election and has not theretofore provided a Free Convertibility Period Settlement Method Election Notice in accordance with clause (ii) above, then (I) Combination Settlement, with a Fixed Cash Amount equal to one thousand dollars ($1,000), shall apply to each and every conversion of any Security whose Conversion Date is on or after August 1, 2029; and (II) the Company need not, and may not, provide a Settlement Method Election Notice with respect to any conversion of a Security whose Conversion Date occurs on or after August 1, 2029; and (iv) the Company shall have the right, in its sole discretion and without the consent of any Holder, to irrevocably elect (an “Irrevocable Net Share Settlement Election”), by notice to Holders, the Trustee and the Conversion Agent, promptly at any time prior to August 1, 2029, that Combination Settlement, with an Fixed Cash Amount equal to one thousand dollars ($1,000), apply to each and every conversion of any Security whose Conversion Date is on or after the date (the “Irrevocable Net Share Settlement Election Date”) the Company provides such notice, which election, once given, shall be irrevocable; provided, however, that the Company shall have the right to irrevocably renounce its right to make an Irrevocable Net Share Settlement Election by notifying Holders, the Trustee and the Conversion Agent at any time prior to the earlier of the (A) August 1, 2029 and (B) the Company’s exercise of the Irrevocable Net Share Settlement Election, in which case no Irrevocable Net Share Settlement Election is permitted to be made after such notice; if the Company has duly made an Irrevocable Net Share Settlement Election, then the Company need not, and may not, thereafter provide a Settlement Method Election Notice in respect of any conversion of a Security or a Free Convertibility Period Settlement Method Election Notice. Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if the Conversion Dates of two (2) or more conversions of any Securities occur on the same Trading Day, then the same Settlement Method shall apply to each of such conversions. (C) Upon conversion of a Security in accordance with this Article X, the Holder of such Security shall not be entitled to receive, on account of such conversion, any separate cash payment for accrued and unpaid interest, except as provided herein. 9.4.2 in the immediately following sentence. If any a Holder surrenders a Security for conversion after the close of business 5:00 p.m., New York City time, on the a Regular Record Date for the payment of an installment of interest and prior to the related immediately following 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 Regular Record Date; provided, however, that such Security, when surrendered for conversion, must be accompanied by payment to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of such Security to be so converted, except that no such payment is required if either (i) the Company shall have specified a Redemption Date or Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to such Interest Payment Date; or (ii) the Conversion Date for such conversion is after the Regular Record Date that immediately precedes the Maturity Date; provided further, however, that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest (it being understood that nothing in this Section 10.02(C) shall affect the Company’s obligations under Section 4.01(B)). Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, the final paragraph of Section 3.07 of the Base Indenture shall not apply to the Securities. 9.4.3 (D) If a Holder converts more than one Security at the same time, the number of full shares of Common Stock issuable upon such conversionissuable, if any, upon such conversion shall be based on the total principal amount of all Securities converted. 9.4.4 (E) Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered. 9.4.5 (F) If the last day on which a Security may be converted is not a Legal Holiday in a place where a Conversion Agent is locatedBusiness Day, then the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal HolidayBusiness Day. (G) The Company’s delivery of the Conversion Consideration due upon any conversion of a Security will be deemed to satisfy in full the Company’s obligation to pay (A) the principal amount of such Security; and (B) accrued and unpaid interest to, but excluding, the Conversion Date of such conversion. As a result, accrued and unpaid interest to, but excluding, such Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

Conversion Procedure and Payment Upon Conversion. 9.4.1 (A) To convert a Security (other than a mandatory conversion pursuant to Section 9.3)Security, a Holder must satisfy (1) complete and sign the requirements of paragraph 6 Conversion Notice, with appropriate signature guarantee, on the back of the SecuritiesSecurity, and deliver such Conversion Notice to the Conversion Agent, (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 11.02(C) and (5) pay any tax or duty if required pursuant to Section 11.03. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. If a Security is tendered surrendered for conversion or upon a mandatory conversion pursuant to Section 9.3 in accordance with this ARTICLE IXArticle XI, then: (ai) the Company shall deliver, through the Conversion Agent, the following to the Holder of such Security: (i) Security an amount of cash and, if applicable, 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 SharesSettlement Amount”)) equal to the sum of the Daily Settlement Amounts for each Trading Day in the Cash Settlement Averaging Period for such conversion; (ii) any cash payment for fractional shares the Company shall pay or deliver, as the case may be, such Settlement Amount on the third (3rd) Business Day immediately following the “last Trading Day in the Cash Payment”)Settlement Averaging Period applicable to such conversion; and (iii) cash or, at if the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Conversion Date, Settlement Amount includes shares of Common Stock valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Conversion DateStock, 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 Datelast Trading Day in such Cash Settlement Averaging Period, the person Person in whose name such certificate representing such Conversion Shares shares of Common Stock, if any, is to be registered shall be treated as a stockholder of record with respect to such Conversion Sharesshares of Common Stock, and all rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable payable or deliverable, as the case may be, 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 Security that is converted in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered. 9.4.5 If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.;

Conversion Procedure and Payment Upon Conversion. 9.4.1 (a) To convert its Security, a Holder of a Physical Security must (other than a mandatory conversion i) 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, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (iv) pay all transfer or similar taxes if required pursuant to Section 9.310.04 and (v) pay funds equal to interest payable in on the next Interest Payment Date required by Section 10.02(c), a Holder must satisfy the requirements of paragraph 6 of the Securities. If a Holder holds a beneficial interest in a Global Security, to convert such Security, the Holder must comply with clauses (iv) and (v) above and the Depositary’s procedures for converting a beneficial interest in a Global Security. A Holder’s valid election to convert its Security is tendered for irrevocable. Upon conversion or upon of a mandatory conversion pursuant to Section 9.3 in accordance with this ARTICLE IXHolder’s Security, then: (a) the Company shall deliverdeliver to each converting Holder, 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 equal to (i) (A) the aggregate principal amount of Securities are converted to be converted, divided by (the “Conversion Shares”); B) $1,000, multiplied by (ii) any cash payment for fractional shares the Conversion Rate in effect on the relevant Conversion Date (the “Cash Payment”); and (iii) cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met Company shall deliver cash in lieu of fractional shares as described in Section 10.03). Settlement shall occur on the third (3rd) Business Day immediately following the relevant Conversion Date. (b) Each conversion shall be deemed to have been effected as to any Securities surrendered for conversion at the Close of Business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock valued at 90% shall be issuable upon such conversion shall become the holder of record of such shares as of the Daily VWAP Close of Business on the Trading Day immediately preceding the such Conversion Date. Prior to such time, 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 a Holder receiving shares of Common Stock in lieu upon conversion shall not be entitled to any rights relating to such shares of interest as soon as practicable following Common Stock, including, among other things, the right to vote and receive dividends and notices of shareholder meetings. On and after the Close of Business on 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 Sharesa conversion of a Security pursuant hereto, and all rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Security as provided herein and accrued but unpaid interest, if any, on such Security as provided herein. 9.4.2 (c) Except as provided in the Securities or in this Article 10, no payment or adjustment will be made for accrued interest on a converted Security, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. If any Holder surrenders a Security for conversion after the close Close of business Business on the Record Date for the payment of an installment of interest and but prior to the related Open of Business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of 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 Close of business Business on such Record Date; provided, however, that such Security, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date on the Security so converted; provided further, however, that such payment to the Conversion Agent described in the immediately preceding proviso in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date or (ii) is surrendered for conversion after the Close of Business on a Record Date for the payment of an installment of interest and on or prior to the Open of Business on the related Interest Payment Date, where, pursuant to Section 3.02, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such Record Date but on or prior to such Interest Payment Date; provided further that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 or otherwise (it being understood that nothing in this Section 10.02(c) shall affect the Company’s obligations under Section 2.12). 9.4.3 (d) If a Holder converts more than one Security at the same time, the full number of full shares of Common Stock issuable upon such conversionconversion (and, if anyas a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the total principal amount of all Securities converted. 9.4.4 (e) Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered. 9.4.5 If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.