Common use of Conversion Procedure; Conversion Price; Fractional Shares Clause in Contracts

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially 54.6747 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.03 hereof, but shall not be adjusted for any accrued and unpaid Interest, or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest or Liquidated Damages if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock on a converted Security. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to Section 10.03(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 hereof.

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Security Upon conversion, the Company has the option, as set forth in Section 12.12, to deliver cash or a combination of cash and Common Stock, in lieu of Common Stock in order to satisfy its Conversion Obligation; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate of the Company to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. If the Company chooses to settle the Conversion Obligation in Common Stock, Debentures shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which Stock and will be converted into shares of Common Stock shall be delivered upon conversion (at the "Conversion Rate") shall be initially 54.6747 shares of Common Stock for each $1,000 principal amount of SecuritiesPrice therefor. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.03 hereof, but shall not be adjusted for any accrued and unpaid Interest, or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest or Liquidated Damages if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted SecurityDebenture, except as described in Section 12.9 hereof. The Company Xxxxxx shall not issue any fraction of a share of Common Stock in connection with any conversion of SecuritiesDebentures, but instead the Company shall, subject to Section 10.03(h12.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security Debenture in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Repurchase Notice exercising such Holder's ’s option to require the Company to repurchase such Security Debenture may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 11.3 hereof.

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Subject to Section 12.13, each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares Ordinary Shares (calculated to the nearest 1/100th 1/10,000th of a share) of Common Stock). The rate at which shares number of Common Stock Ordinary Shares issuable upon conversion of a Security shall be delivered upon conversion (determined by dividing the "Conversion Rate") shall be initially 54.6747 shares of Common Stock for each $1,000 principal amount of Securitiesthe Security or portion thereof surrendered for conversion by the Conversion Price in effect on the date of conversion. The Conversion Rate Agent shall be adjusted in certain instances as provided in Section 10.03 hereof, but notify the Company when it receives a Conversion Notice. The Company shall not be adjusted for any accrued and unpaid Interest, or Liquidated Damagesdetermine the number of Ordinary Shares and/or the amount of cash, if any, that the Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Securities covered by that Conversion Notice. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest or Liquidated Damages if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no No payment or adjustment shall be made in respect of dividends or distributions on the Common Stock Ordinary Shares issued upon conversion or accrued and unpaid interest or Additional Amounts, if any, on a converted Security, except as described in Section 12.9. The Company shall will not issue any fraction of a share of Common Stock an Ordinary Share in connection with any conversion of Securities. Instead, but instead shallthe Company will, subject to Section 10.03(h) hereof12.3(h), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock Ordinary Shares on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Repurchase Notice or a Change of Control Purchase Repurchase Notice exercising such Holder's option right to require the Company to repurchase such Security may be converted only if such notice Repurchase Notice or Change of exercise Control Repurchase Notice, as the case may be, is withdrawn in accordance with the Section 3.12 hereof4.3 or 5.3, as the case may be, prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Repurchase Date or Change of Control Repurchase Date, as the case may be.

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Security Upon conversion, the Company has the option, as set forth in Section 12.12, to deliver cash or a combination of cash and Common Stock, in lieu of Common Stock in order to satisfy its Conversion Obligation; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. If the Company chooses to settle the Conversion Obligation in Common Stock, Debentures shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which Stock and will be converted into shares of Common Stock shall be delivered upon conversion (at the "Conversion Rate") shall be initially 54.6747 shares of Common Stock for each $1,000 principal amount of SecuritiesPrice therefor. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.03 hereof, but shall not be adjusted for any accrued and unpaid Interest, or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest or Liquidated Damages if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted SecurityDebenture, except as described in Section 12.9 hereof. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of SecuritiesDebentures, but instead shall, subject to Section 10.03(h12.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security Debenture in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Repurchase Notice exercising such Holder's ’s option to require the Company to repurchase such Security Debenture may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 11.3 hereof.

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock, subject to the right of the Company to deliver cash in lieu of such Common Stock pursuant to Section 10.06. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion RateCONVERSION RATE") shall be initially 54.6747 13.0259 shares of Common Stock for each $1,000 principal amount at maturity of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.03 hereof, but shall not be adjusted for any accrued and unpaid Interest, Contingent Cash Interest or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to Accrued Original Issue Discount or any accrued and unpaid Interest or Liquidated Damages if anyContingent Cash Interest. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock on a converted Security. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to Section 10.03(h10.03(i) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Closing Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 hereof.

Conversion Procedure; Conversion Price; Fractional Shares. (a) Each Security Upon conversion, the Company has the option, as set forth in Section 12.12, to deliver cash or a combination of cash and Common Stock, in lieu of Common Stock in order to satisfy its Conversion Obligation; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. If the Company chooses to settle the Conversion Obligation in Common Stock, Debentures shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which Stock and will be converted into shares of Common Stock shall be delivered upon conversion (at the "Conversion Rate") shall be initially 54.6747 shares of Common Stock for each $1,000 principal amount of SecuritiesPrice therefor. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.03 hereof, but shall not be adjusted for any accrued and unpaid Interest, or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest or Liquidated Damages if any. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. In addition, no No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted SecurityDebenture, except as described in Section 12.9 hereof. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of SecuritiesDebentures, but instead shall, subject to Section 10.03(h12.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Common Stock on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security Debenture in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Company Notice exercising such Holder's ’s option to require the Company to repurchase such Security Debenture may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 11.3 hereof.