Common use of Conversion Procedures; Conversion Rate; Fractional Shares Clause in Contracts

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered to such holder, assuming all of the other requirements have been satisfied by such holder, as soon as practicable. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14, such holder’s conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date. Notwithstanding the foregoing, a Note in respect of which a holder has delivered a Fundamental Change Purchase Notice exercising such holder’s right to require the Company to repurchase such Note may be converted only if such Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c) and, if the Note is a Global Note, if such holder complies with applicable Depositary procedures. (b) Before any holder shall be entitled to convert any Notes into Common Stock, such holder shall, in the case of Global Notes, comply with the Applicable Procedures, and in the case of Definitive Notes, surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) that such holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the Notes, as provided in Section 13.02(f), and all taxes or duties, if any, as provided in Section 13.02(f). If more than one Note shall be surrendered for conversion at one time by the same holder, the number of shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder of such Restricted Security, such holder shall deliver to the Conversion Agent such certifications, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder if such Restricted Security is not so accompanied by a such certifications, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other information. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b) have been satisfied (the “Conversion Date”), and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder (subject to the provisions of Section 13.02(f)), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive Notes. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Note Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Company shall deliver to such Holder a number of shares of Common Stock equal to (1) the aggregate original principal amount of Securities to be converted plus any accrued and unpaid interest (inclusive of Additional Interest, if any) thereon, divided by 1,000, multiplied by (2) the Conversion Rate. The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes Securities covered by that Conversion Notice. A certificate for the number of full shares of Common Stock into which the Notes Securities are converted (and cash in lieu of fractional shares) shall be delivered to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicablepracticable after receipt of a Conversion Notice. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate No cash payment for of accrued and unpaid interest or Additional Interest shall be paid by the Company on a converted Security, except as set forth belowdescribed in Section 12.9. The Company’s settlement of the Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued Accrued and unpaid interest and (inclusive of Additional Interest, if any), to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full with the shares of Common Stock issued upon conversion, rather than deemed cancelled, extinguished or forfeited. Notwithstanding If the preceding sentence, if Notes are converted after Common Stock received upon conversion of a Security pursuant to this Article XII does not include cash sufficient to comply with the close of business United States federal withholding tax obligations imposed by the Code with respect to accrued and unpaid interest on a record date and prior the Securities payable to the next succeeding Interest Payment Date, holders beneficial owner of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; providedSecurity, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) may, to the extent of required by applicable law, recoup or set-off such liability against either the Common Stock to be issued upon conversion to such beneficial owner or any Defaulted Interest existing at the time of conversion actual cash dividends or distributions subsequently made with respect to such NoteCommon Stock to such beneficial owner. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding In the foregoing, accrued interest and Additional Interestevent of a Designated Event, if anya Holder has submitted any or all of its Securities for repurchase, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14, such holderHolder’s conversion rights on the Notes Securities so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Designated Event Purchase Date. Notwithstanding the foregoing, a Note Security in respect of which a holder Holder has delivered a Fundamental Change Designated Event Purchase Notice exercising such holderHolder’s right to require the Company to repurchase such Note Security may be converted only if such Fundamental Change Designated Event Purchase Notice is withdrawn in accordance with Section 14.01(c5.2(b) andprior to 5:00 p.m., if New York City time, on the Note is a Global Note, if such holder complies with applicable Depositary proceduresBusiness Day immediately preceding the Designated Event Purchase Date. (b) Before any holder Holder shall be entitled to convert any Notes the same into Common Stock, such holder shall, in the case of Global Notes, comply with the Applicable Procedures, and in the case of Definitive Notes, Holder shall surrender such NotesSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note Security (the “Conversion Notice”) that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes Securities to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,0001,000 principal amount) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest or (inclusive of Additional Interest, if any), on the NotesSecurities, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes Securities (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note Security shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesSecurities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.13, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.13, the Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A If the Company elects to settle in Common Stock only, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicablepracticable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.13. If the Company elects to settle in cash or a combination of cash and Common Stock (including, without limitation, pursuant to a Principal Conversion Settlement Election), the cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereofExcept as described in Section 12.9, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive make any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowor Additional Interest, if any, on any Notes when they are converted. The Company’s settlement delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company’s option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.13), together with any cash payment for such Holder’s fractional shares, shall be deemed to satisfy the Company’s obligation to pay the principal of the Note and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, any through the Conversion Dateconversion date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holderHolder’s conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holderHolder’s right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) and, if the Note is a Global Note, if such holder complies with applicable Depositary proceduresor Section 5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Note Subject to Section 12.13, each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.13, the Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes Securities covered by that Conversion Notice. A If the Company elects to settle in Common Stock only, a certificate for the number of full shares of Common Stock into which the Notes Securities are converted (and cash in lieu of fractional shares) shall be delivered to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicablepracticable after the Company issues its notification of its chosen method of settlement, in accordance with Section 12.13. If the Company elects to settle in cash or a combination of cash and Common Stock, the cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Securities are converted (and cash in lieu of fractional shares) shall be delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate No cash payment for of accrued and unpaid interest or Additional Interest shall be paid by the Company on a converted Security, except as set forth belowdescribed in Section 12.9. The Company’s settlement of the Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued Accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full with the shares of Common Stock issued or cash paid upon conversion, rather than deemed cancelled, extinguished or forfeited. Notwithstanding If the preceding sentenceCommon Stock, if Notes are converted after cash or combination of Common Stock and cash received upon conversion of a Security pursuant to this Article XII does not include cash sufficient to comply with the close of business United States federal withholding tax obligations imposed by the Code with respect to accrued and unpaid interest on a record date and prior the Securities payable to the next succeeding Interest Payment Date, holders beneficial owner of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; providedSecurity, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) may, to the extent of required by applicable law, recoup or set-off such liability against either the Common Stock to be issued upon conversion to such beneficial owner or any Defaulted Interest existing at the time of conversion actual cash dividends or distributions subsequently made with respect to such NoteCommon Stock to such beneficial owner. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding In the foregoing, accrued interest and Additional Interestevent of a Designated Event, if anya Holder has submitted any or all of its Securities for repurchase, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14, such holder’s Holder's conversion rights on the Notes Securities so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Designated Event Purchase Date. Notwithstanding the foregoing, a Note Security in respect of which a holder Holder has delivered a Fundamental Change Designated Event Purchase Notice exercising such holder’s Holder's right to require the Company to repurchase such Note Security may be converted only if such Fundamental Change Designated Event Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) andprior to 5:00 p.m., if New York City time, on the Note is a Global Note, if such holder complies with applicable Depositary proceduresBusiness Day immediately preceding the Designated Event Purchase Date. (b) Before any holder Holder shall be entitled to convert any Notes the same into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the 42 Conversion Notice attached to the Note Security (the “Conversion Notice”"CONVERSION NOTICE") that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes Securities to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,0001,000 principal amount) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the NotesSecurities, as provided in Section 13.02(f), 12.9 and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes Securities (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note Security shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.12, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.12, the Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A If the Company elects to settle in Common Stock only, a certificate for the full number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicable, but in any event not more than 5 Business Days, after the Company issues its notification of its chosen method of settlement in accordance with Section 12.12. If the Company elects to settle in cash or a combination of cash and Common Stock (including, without limitation, pursuant to a Principal Conversion Settlement Election), the cash and, if applicable, a certificate for the full number of shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.12. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Datedate of conversion. Upon conversionExcept as described in Section 12.9, a Noteholder the Company will not receive make any separate cash payment or other adjustment for accrued and unpaid interest except as set forth below(including Contingent Interest and Additional Interest, if any) on any Notes when they are converted. The Company’s settlement 's delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.12), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal of the Note and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Contingent Interest and Additional Interest, if any, to, but not including, ) through the Conversion Dateconversion date. As a result, accrued and unpaid interest (including Contingent Interest and Additional Interest, if any, to, but not including, the Conversion Date shall be ) is deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest (including Contingent Interest and Additional Interest, if any, ) will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holder’s Holder's conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holder’s Holder's right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) and, if the Note is a Global Note, if such holder complies with applicable Depositary proceduresor Section 5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice conversion notice attached to the Note (the “Conversion Notice”"CONVERSION NOTICE") that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in integral multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds requiredrequired from such Holder, if any, relating to interest or (including Contingent Interest and Additional Interest, if any, ) on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder Holder elects to convert Notes in connection with a transaction Fundamental Change described under clauses in clause (i) or (iiiii) of the definition of Fundamental Change thereof that occurs on or prior to December 1, 2009 pursuant to which 10% or more any of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ ' appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange exchange, the Nasdaq National Market or the Nasdaq National SmallCap Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”"ADDITIONAL SHARES") as described below, subject to the Company's Principal Conversion Settlement Election as described in Section 12.12 and subject to the Company's rights in respect of a Public Acquirer Change of Control as described in Section 12.13; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 125.00 or less than $10.69 36.09 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e12.2(e) unless the holder Holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.13, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.13, the Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A If the Company elects to settle in Common Stock only, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicablepracticable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.13. If the Company elects to settle in cash or a combination of cash and Common Stock, the cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereofExcept as described in Section 12.9, the Company shall pay will not make any payment in cash the value of such fractional shares based upon the Closing Sale Price of its or Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowinterest, Contingent Interest or Additional Interest on any Notes when they are converted. The Company’s settlement delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company’s option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.13), together with any cash payment for such Holder’s fractional shares, shall be deemed to satisfy the Company’s obligation to pay the Accreted Principal Amount of the Note and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest interest, Contingent Interest and Additional Interest, if any, to, but not including, any through the Conversion Dateconversion date. As a result, accrued and unpaid interest interest, Contingent Interest and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest interest, Contingent Interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holderHolder’s conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holderHolder’s right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) andor Section 5.2(b) prior to 5:00 p.m., if New York City time, on the Note is a Global Note, if Business Day immediately preceding such holder complies with applicable Depositary proceduresPurchase Date or Fundamental Change Purchase Date. (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) that such holder Holder elects to convert the same and shall state in writing therein the principal amount Principal Amount at Issuance of Notes to be converted (in whole or in part so long as the principal amount Principal Amount at Issuance to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest interest, Contingent Interest or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount Principal Amount at Issuance of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.14, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). On the earlier to occur of (1) one Trading Day after the first such date as the Closing Sale Price equals or exceeds the Conversion Price and (ii) one Trading Day after the Company first receives a Conversion Notice, the Company shall make an election (the "PRINCIPAL CONVERSION SETTLEMENT ELECTION") and notify the Holders in writing whether a Holder who surrenders a Note (each, a "SURRENDERED SECURITY") will be entitled to receive, in respect of the principal amount of such Note upon surrender thereof, 100% Common Stock, 100% cash or a combination of cash and Common Stock. If the Company elects to settle the Conversion Obligation relating to the principal amount of such Note in a combination of cash and Common Stock, the Company shall specify the percentage of the principal amount to be satisfied in cash. This notification, once provided to a Holder on the date the Notes first become convertible, is irrevocable and legally binding with regard to any conversion of the Notes under the circumstances described in Section 12.1. The Conversion Agent shall notify the Company when it receives a Conversion Notice. Settlement of the conversion obligation relating to the principal amount of any Surrendered Securities shall be in accordance with the allocation set forth in the Principal Conversion Settlement Election. The Company shall determine the number Excess Amount, and shall set forth the method for settling the Conversion Obligation in respect of shares of the Excess Amount in accordance with the procedure set forth in Section 12.13. If the Company elects to settle in Common Stock and/or the amount of cashonly, if any, that the holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder within three Trading Days after the Company issues its notification of its chosen method of settlement in accordance with Section 12.14. If the Company elects to settle in cash or a combination of cash and Common Stock, as soon as practicablethe cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.14. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereofExcept as described in Section 12.10, the Company shall pay will not make any payment in cash the value of such fractional shares based upon the Closing Sale Price of its or Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowinterest, Additional Amounts or Additional Interest on any Notes when they are converted. The Company’s settlement 's delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.14), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy its the Company's obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest interest, Additional Amounts and Additional Interest, if any, to, but not including, any through the Conversion Dateconversion date. As a result, accrued and unpaid interest interest, Additional Amounts and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest interest, Additional Amounts and Additional Interest, if any, will be payable in cash upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase purchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holder’s Holder's conversion rights on the Notes so subject to repurchase purchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holder’s Holder's right to require the Company to repurchase purchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) andor Section 5.2(b) prior to 5:00 p.m., if New York City time, on the Note is a Global Note, if Business Day immediately preceding such holder complies with applicable Depositary proceduresPurchase Date or Fundamental Change Purchase Date. (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blankblank if required by the Conversion Agent, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”"CONVERSION NOTICE") that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest interest, Additional Amounts or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.10, and all taxes or duties, if any, as provided in Section 13.02(f)12.9. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.9), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.13, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall promptly notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.13, the Company shall determine the amount of cash and the number of shares of Common Stock and/or the amount of cashStock, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A The cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming once all of the other requirements have been satisfied by such holder, Holder in accordance with Section 12.13. Except as soon as practicable. Notwithstanding the foregoingdescribed in Section 12.9, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive make any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowinterest, Contingent Interest or Additional Interest, if any, on any Notes when they are converted. The Company’s settlement 's delivery to the Holder of the Conversion Obligation cash, or a combination of cash and Common Stock, as described above provided in Section 12.13, together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal of the Note and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest interest, Contingent Interest and Additional Interest, if any, to, but not including, through the Conversion Date. As a result, accrued and unpaid interest interest, Contingent Interest and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V and has not withdrawn its Purchase Notice or Fundamental Change Purchase Notice, such holder’s Holder's conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City Eastern Standard time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holder’s Holder's right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) and, if the Note is a Global Note, if such holder complies with applicable Depositary proceduresor Section 5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes Note into Common Stock, such holder Holder shall, (i) in the case of Global Notes, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and (ii) in the case of Definitive Certificated Notes, (A) surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and (B) shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) "CONVERSION NOTICE"), manually signed by such Holder, that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issuedissued and (C) furnish any other required endorsements or transfer documents. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest interest, Contingent Interest or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security Note are to be issued in the name of a Person other than the holder Holder of such Restricted SecurityNote, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Note and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other informationNote. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security Note to a Person other than the holder Holder if such Restricted Security Note is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security Note in the name of a Person other than the holder Holder if such Restricted Security Note is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City Eastern Standard time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (such date, the “Conversion Date”"CONVERSION DATE"), and the person Person or persons Persons entitled to receive the any Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City Eastern Standard time, on such date. (d) In case any Definitive Certificated Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive Certificated Notes. (e) If the Effective Date or anticipated Effective Date of a Make-Whole Transaction occurs on or prior to May 15, 2013 and only to the extent a holder Holder elects to convert its Notes during the time periods set forth in connection with a transaction described under clauses (i) or (ii) of Section 12.1(b)(ii), the definition of Fundamental Change pursuant Conversion Rate applicable to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder Holder's conversion will be entitled to receive, adjusted by including in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, Notes an additional number of shares of Common Stock per $1,000 principal amount of Notes (the “Additional Shares”"ADDITIONAL SHARES") as described below; provided, however, that if the Stock Price paid in connection consideration with such transaction is greater than $50.00 125.00 or less than $10.69 36.96 (subject in each case to adjustment as described below), no adjustment to the Conversion Rate for Additional Shares shall be issuedmade. No The number of Additional Shares shall included in the Conversion Rate in connection with the conversion of Notes as described in the immediately preceding paragraph will be issuable under this Section 13.02(e) unless determined by reference to the holder elects to convert table attached as Schedule I hereto, based on the Notes Effective Date of such transaction and the Stock Price paid in connection with such transaction; provided that if the Stock Price is between two Stock Price amounts in the table or such Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two Effective Dates, as applicable, based on a 365-day year. If holders of Common Stock receive only cash in such Fundamental Change transaction, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Closing Sale Price of the Common Stock on the 10 consecutive Trading Days prior to but not including the Effective Date of such Fundamental Change transaction. The "EFFECTIVE DATE" with respect to a any Make-Whole Transaction, or any transaction otherwise described in the definition of Fundamental Change, means the date on which such Fundamental Change becomes effective. The Stock Prices set forth in the first row of the table in Schedule I hereto (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted pursuant to Section 12.3. The adjusted Stock Prices will equal the product of the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner and for the same events as the Conversion Rate as set forth in Section 12.3. Notwithstanding the foregoing, the Conversion Rate shall not exceed 27.0563 shares of Common Stock per $1,000 principal amount of Notes on account of adjustments described in this Section 12.2, subject to the adjustments set forth in Section 12.3. Further, notwithstanding anything in Section 12.3 to the contrary, the Conversion Rate shall not exceed 200.000 shares of Common Stock per $1,000 principal amount of Notes, equivalent to a Conversion Price of $5.00 per share of Common Stock, other than as a result of proportional adjustments to the Conversion Rate in the manner set forth in clauses (a) through (c) of Section 12.3.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.12, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered to such holderHolder, assuming all of the other requirements have been satisfied by such holderHxxxxx, as soon as practicable. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. No cash payment of accrued and unpaid interest or Additional Interest shall be paid by the Company on a converted Note, except as described in Section 12.9. Accrued and unpaid interest and Additional Interest, if any, shall be deemed to be paid in full with the shares of Common Stock issued or cash paid upon conversion, rather than deemed cancelled, extinguished or forfeited. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon date of conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Conversion Obligation as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described abovein Section 12.9, no the Company will not make any payment in cash or Common Stock or other adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. The Company’s delivery to the Holder of the full number of shares of Common Stock into which the Note is convertible, together with any cash payment for such Holder’s fractional shares, shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest and Additional Interest, if any through the conversion date. As a result, accrued interest, and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE V, such holderHxxxxx’s conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Fundamental Change Purchase Notice exercising such holderHolder’s right to require the Company to repurchase such Note may be converted only if such Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c) and, if the Note is a Global Note, if such holder complies with applicable Depositary procedures5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable Procedures, and in the case of Definitive NotesCertificated Securities, surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (iiiii) of the definition of Fundamental Change (or in connection with a transaction that would have been a Fundamental Change but for the exception contained in the second paragraph of the definition of Fundamental Change) pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 125.00 or less than $10.69 35.48 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e12.2(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.13, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). On the first date the Notes become convertible under the circumstances described in Section 12.1, the Company shall make an election (the "PRINCIPAL CONVERSION SETTLEMENT ELECTION") and notify the Holders in writing whether a Holder who surrenders a Note (each, a "SURRENDERED SECURITY") will be entitled to receive, in respect of the principal amount of such Note upon surrender thereof, 100% Common Stock, 100% cash or a combination of cash and Common Stock. If the Company elects to settle the Conversion Obligation relating to the principal amount of such Note in a combination of cash and Common Stock, the Company shall specify the percentage of the principal amount to be satisfied in cash. This notification, once provided to a Holder on the date the Notes first become convertible, is irrevocable and legally binding with regard to any conversion of the Notes under the circumstances described in Section 12.1. The Conversion Agent shall notify the Company when it receives a Conversion Notice. Settlement of the conversion obligation relating to the principal amount of any Surrendered Securities shall be in accordance with the allocation set forth in the Principal Conversion Settlement Election. The Company shall determine the number Excess Amount, and shall set forth the method for settling the Conversion Obligation in respect of shares of the Excess Amount in accordance with the procedure set forth in Section 12.13. If the Company elects to settle in Common Stock and/or the amount of cashonly, if any, that the holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicablepracticable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.13. If the Company elects to settle in cash or a combination of cash and Common Stock, the cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereofExcept as described in Section 12.9, the Company shall pay will not make any payment in cash the value of such fractional shares based upon the Closing Sale Price of its or Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowinterest, Additional Amounts or Additional Interest on any Notes when they are converted. The Company’s settlement 's delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.13), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy its the Company's obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest interest, Additional Amounts and Additional Interest, if any, to, but not including, any through the Conversion Dateconversion date. As a result, accrued and unpaid interest interest, Additional Amounts and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest interest, Additional Amounts and Additional Interest, if any, will be payable in cash upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase purchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holder’s Holder's conversion rights on the Notes so subject to repurchase purchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holder’s Holder's right to require the Company to repurchase purchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) andor Section 5.2(b) prior to 5:00 p.m., if New York City time, on the Note is a Global Note, if Business Day immediately preceding such holder complies with applicable Depositary proceduresPurchase Date or Fundamental Change Purchase Date. (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blankblank if required by the Conversion Agent, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion "CONVERSION Notice”") that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest interest, Additional Amounts or Additional Interest, if any, on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (ii) of the definition of Fundamental Change pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 or less than $10.69 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Note Subject to Section 12.13, each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall promptly notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.13, the Company shall determine the amount of cash and the number of shares of Common Stock and/or the amount of cashStock, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes Securities covered by that Conversion Notice. A The cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Notes Securities are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming once all of the other requirements have been satisfied by such holder, as soon as practicableHolder in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereofExcept as described in Section 12.9, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Date. Upon conversion, a Noteholder will not receive make any separate cash payment or other adjustment for accrued and unpaid interest except as set forth belowor Additional Interest, if any, on any Securities when they are converted. The Company’s settlement delivery to the Holder of the Conversion Obligation cash, or a combination of cash and Common Stock, as described above provided in Section 12.13, together with any cash payment for such Holder’s fractional shares, shall be deemed to satisfy the Company’s obligation to pay the principal of the Security and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, through the Conversion Dateconversion date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be Interest are deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes Securities pursuant to Article 14ARTICLE IV or ARTICLE V and has not withdrawn its Purchase Notice or Fundamental Change Purchase Notice, such holderHolder’s conversion rights on the Notes Securities so subject to repurchase shall expire at 5:00 p.m., New York City Eastern Standard time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note Security in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holderHolder’s right to require the Company to repurchase such Note Security may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) and, if the Note is a Global Note, if such holder complies with applicable Depositary proceduresor Section 5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes Security into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such NotesSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note Security (the “Conversion Notice”) ), manually signed by such Holder, that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes Securities to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the NotesSecurities, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes Securities (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note Security shall be deemed to have been converted immediately prior to 5:00 p.m., New York City Eastern Standard time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the any Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City Eastern Standard time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note Security so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder elects to convert Notes Securities “in connection with with” (as set forth below) a transaction Fundamental Change described under clauses in clause (i) or (iiiii) of the definition of Fundamental Change that occurs on or prior to February 1, 2011 pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not shares of common stock, depositary receipts or other certificates representing equity interests traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Conversion Rate applicable to such holder Holder’s conversion will be entitled to receive, adjusted by including in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, Securities an additional number of shares of Common Stock per $1,000 principal amount of Securities (the “Additional Shares”) as described below; provided, however, that if the Stock Price paid in connection consideration with such transaction is greater than $50.00 150.00 or less than $10.69 49.75 (subject in each case to adjustment as described below), no adjustment to the Conversion Rate for Additional Shares shall be issuedmade. No Any conversion at any time from and after the date which is on or subsequent to the Effective Date of the transaction constituting a Fundamental Change until and including the date which is 25 days after the actual Effective Date of such transaction (or, if such transaction also results in Holders having a right to require the Company to repurchase their Securities pursuant to Section 5.1, until the Fundamental Change Purchase Date) shall be deemed to be “in connection with” such Fundamental Change. The number of Additional Shares shall included in the Conversion Rate in connection with the conversion of Securities as described in the immediately preceding paragraph will be issuable under this Section 13.02(e) unless determined by reference to the holder elects to convert table attached as Schedule I hereto, based on the Notes Effective Date of such transaction and the Stock Price paid in connection with such transaction; provided that if the Stock Price is between two Stock Price amounts in the table or such Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by the Company by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two Effective Date, as applicable, based on a 365-day year. If holders of the Common Stock receive only cash in such Fundamental Change transaction, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Closing Sale Price of the Common Stock on the 10 consecutive Trading Days prior to but not including the Effective Date of such Fundamental Change transaction. The “Effective Date” with respect to a Fundamental Change transaction means the date on which such Fundamental Change becomes effective. The Stock Prices set forth in the first row of the table in Schedule I hereto (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 12.3. The adjusted Stock Prices will equal the product of the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Conversion Rate adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner and for the same events as the Conversion Rate as set forth in Section 12.3. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 20.1005 per $1,000 principal amount of Securities, subject to adjustment in the same manner and for the same events as the Conversion Rate as set forth in Section 12.3.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.12, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/1,000th 1/10,000th of a share). The Conversion Agent shall notify the Company when it receives a Conversion Notice. The Pursuant to Section 12.12, the Company shall determine the number of shares of Common Stock and/or the amount of cash, if any, that the holder Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Notes covered by that Conversion Notice. A If the Company elects to settle in Common Stock only, a certificate for the full number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be delivered by the Company to such holderHolder, assuming all of the other requirements have been satisfied by such holderHolder, as soon as practicable, but in any event not more than 5 Business Days, after the Company issues its notification of its chosen method of settlement in accordance with Section 12.12. If the Company elects to settle in cash or a combination of cash and Common Stock (including, without limitation, pursuant to a Principal Conversion Settlement Election), the cash and, if applicable, a certificate for the full number of shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.12. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register. The Company shall not issue fractional shares of its Common Stock upon conversion of the Notes. In lieu thereof, the Company shall pay in cash the value of such fractional shares based upon the Closing Sale Price of its Common Stock on the Trading Day immediately prior to the Conversion Datedate of conversion. Upon conversionExcept as described in Section 12.9, a Noteholder the Company will not receive make any separate cash payment or other adjustment for accrued and unpaid interest except as set forth below(including Additional Interest, if any) on any Notes when they are converted. The Company’s settlement 's delivery to the Holder of the Conversion Obligation full number of shares of Common Stock into which the Note is convertible (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as described above provided in Section 12.12), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal of the Note and to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and (including Additional Interest, if any, to, but not including, ) through the Conversion Dateconversion date. As a result, accrued and unpaid interest and (including Additional Interest, if any, to, but not including, the Conversion Date shall be ) is deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date and prior to the next succeeding Interest Payment Date, holders of such Notes as of the close of business on the record date will receive the interest (including any Additional Interest) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) payable on the Notes so converted; provided, however, that no such payment need be made (1) if 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; (2) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (3) to the extent of any Defaulted Interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued and unpaid interest or Additional Interest on any Notes when they are converted. Notwithstanding the foregoing, accrued interest and (including Additional Interest, if any, ) will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. If a holder Holder has exercised its right to require the Company to repurchase its Notes pursuant to Article 14ARTICLE IV or ARTICLE V, such holder’s Holder's conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect of which a holder Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice Notice, as the case may be, exercising such holder’s Holder's right to require the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 14.01(c4.2(b) and, if the Note is a Global Note, if such holder complies with applicable Depositary proceduresor Section 5.2(b). (b) Before any holder Holder shall be entitled to convert any Notes into Common Stock, such holder Holder shall, in the case of Global NotesSecurities, comply with the Applicable ProceduresProcedures of the Depositary in effect at that time, and in the case of Definitive NotesCertificated Securities, surrender such Notes, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”"CONVERSION NOTICE") that such holder Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000) and the name or names (with addresses) in which such holder Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a holder Holder also shall pay all funds requiredrequired from such Holder, if any, relating to interest or (including Additional Interest, if any, ) on the Notes, as provided in Section 13.02(f)12.9, and all taxes or duties, if any, as provided in Section 13.02(f)12.8. If more than one Note shall be surrendered for conversion at one time by the same holderHolder, the number of shares of Common Stock that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the holder Holder of such Restricted Security, such holder Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such certificationsRestricted Security and signed by such Holder, legal opinions or other information as the Conversion Agent or the Company may reasonably require as to compliance with the restrictions on transfer applicable to such Restricted Security; provided that the Conversion Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Company shall not be required to issue Common Stock upon conversion of any such Restricted Security to a Person other than the holder Holder if such Restricted Security is not so accompanied by a such certificationsproperly completed certification, legal opinions or other information and the Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other than the holder Holder if such Restricted Security is not so accompanied by such certifications, legal opinions or other informationa properly completed certification. (c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all of the conversion requirements set forth in Section 13.02(b12.2(b) have been satisfied (the “Conversion Date”)satisfied, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any Definitive Note Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder Holder of the Note so surrendered, without charge to such holder Holder (subject to the provisions of Section 13.02(f)12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Definitive NotesCertificated Securities. (e) If and only to the extent a holder Holder elects to convert Notes in connection with a transaction Fundamental Change described under clauses in clause (i) or (iiiii) of the definition of thereof (or in connection with a transaction that would have been a Fundamental Change under such clause (i) or (iii) but for the application of the 105% Trading Price Exception (as defined in the definition of a Fundamental Change)) that occurs on or prior to December 1, 2009 pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ ' appraisal rights) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange exchange, the Nasdaq National Market or the Nasdaq National SmallCap Market, such holder will be entitled to receive, in addition to a number of shares of Common Stock equal to the Conversion Rate per $1,000 principal amount of Notes, an additional number of shares of Common Stock (the “Additional Shares”"ADDITIONAL SHARES") as described below, subject to the Company's Principal Conversion Settlement Election as described in Section 12.12 and subject to the Company's rights in respect of a Public Acquirer Change of Control as described in Section 12.13; provided, however, that if the Stock Price paid in connection with such transaction is greater than $50.00 10.50 or less than $10.69 3.51 (subject in each case to adjustment as described below), no Additional Shares shall be issued. No Additional Shares shall be issuable under this Section 13.02(e12.2(e) unless the holder Holder elects to convert the Notes in connection with such Fundamental Change transaction.