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

Conversion Procedures; Conversion Rate; Fractional Shares. (a) 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 1/10,000th 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 Excess Amount, and shall set forth the method for settling the Conversion Obligation in respect of the Excess Amount in accordance with the procedure set forth in Section 12.13. 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 Holder, assuming all of the other requirements have been satisfied by such Holder 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, 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 12.14. 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. Except as described in Section 12.10, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.14), 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, Additional Amounts and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued 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 has exercised its right to require the Company to purchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's conversion rights on the Notes so subject to 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 has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date. (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank 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") 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, Additional Amounts or Additional Interest, if any, on the Notes, as provided in Section 12.10, and all taxes or duties, if any, as provided in Section 12.9. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.9), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.12, 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 1/10,000th 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 Pursuant to Section 12.12, 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. 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 Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, 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 12.1412.12. If the Company elects to settle in cash or a combination of cash and Common StockStock (including, without limitation, pursuant to a Principal Conversion Settlement Election), the cash and, if applicable, 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 paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.1412.12. 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 date of conversion. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interestinterest (including Contingent Interest and Additional Interest, Additional Amounts or Additional Interest if any) 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.1412.12), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts interest (including Contingent Interest and Additional Interest, if any any) through the conversion date. As a result, accrued interest, Additional Amounts interest (including Contingent Interest and Additional Interest are Interest, if any) is deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts interest (including Contingent Interest 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such SecuritiesNotes, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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") 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 integral 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 requiredrequired from such Holder, if any, relating to interest, Additional Amounts or interest (including Contingent Interest and Additional Interest, if any, ) on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any 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 of the Security Note so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities. (e) If and only to the extent a Holder elects to convert Notes in connection with a Fundamental Change described in clause (i) or (iii) of the definition thereof that occurs on or prior to December 1, 2009 pursuant to which 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 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, the Nasdaq National Market or the Nasdaq 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") 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 $125.00 or less than $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 12.2(e) unless the Holder elects to convert the Notes in connection with such transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.13, 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 1/10,000th 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 Pursuant to Section 12.13, 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Securities covered by that Conversion Notice. 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 by the Company to such Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, as soon as practicable after the Company issues its notification of its chosen method of settlement settlement, in accordance with Section 12.1412.13. 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 Securities 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 12.1412.13. 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. Except No cash payment of accrued and unpaid interest or Additional Interest shall be paid by the Company on a converted Security, except as described in Section 12.10, the Company will not make any payment in cash or Common Stock or other adjustment for accrued 12.9. Accrued and unpaid interest, Additional Amounts 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.14), 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, Additional Amounts and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts interest and Additional Interest, if any, will shall be payable deemed to be paid in full with the shares of Common Stock issued or cash paid upon any conversion, rather than deemed cancelled, extinguished or forfeited. If the Common Stock, cash or combination of Common Stock and cash received upon conversion of Notes a Security pursuant to this Article XII does not include cash sufficient to comply with the United States federal withholding tax obligations imposed by the Code with respect to accrued and unpaid interest on the Securities payable to the beneficial owner of such Security, the Company may, to the extent 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 actual cash dividends or distributions subsequently made concurrently with or after acceleration respect to such Common Stock to such beneficial owner. In the event of the Notes following an Event of Default. If a Designated Event, if a Holder has exercised submitted any or all of its right to require the Company to purchase its Notes pursuant to ARTICLE IV or ARTICLE VSecurities for repurchase, such a Holder's conversion rights on the Notes Securities so subject to purchase repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Designated Event Purchase Date, as the case may be, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note Security in respect of which a Holder has delivered a Designated Event Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase repurchase such Note Security may be converted only if such Purchase Notice or Fundamental Change Designated Event Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change the Designated Event Purchase Date. (b) Before any Holder shall be entitled to convert any Notes the same into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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") that such 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 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, Additional Amounts interest or Additional Interest, if any, on the NotesSecurities, as provided in Section 12.10, 12.9 and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note Security shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.13, 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 1/10,000th 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 Pursuant to Section 12.13, 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. 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 Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, as soon as practicable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.1412.13. If the Company elects to settle in cash or a combination of cash and Common StockStock (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 12.1412.13. 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. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts interest or Additional Interest Interest, if any, on any Notes when they are converted. The Company's ’s delivery to the Holder of the full number of shares of Common Stock into which the Note is convertible (or, at the Company's ’s option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.1412.13), together with any cash payment for such Holder's ’s fractional shares, shall be deemed to satisfy the Company's ’s obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts interest and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts interest and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts interest 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's ’s conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's ’s right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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 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, Additional Amounts interest or Additional Interest, if any, on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.14, each Note 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 1/10,000th of a share). On the earlier The Company shall deliver to occur such Holder a number of shares of Common Stock equal to (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 aggregate original principal amount of such Note upon surrender thereofSecurities to be converted plus any accrued and unpaid interest (inclusive of Additional Interest, 100% Common Stockif any) thereon, 100% cash or a combination of cash and Common Stock. If the Company elects to settle divided by 1,000, multiplied by (2) 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 12.1Rate. 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 Excess Amount, and shall set forth number of shares of Common Stock that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Securities covered by that Conversion Notice. If the Company elects to settle in Common Stock only, a 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 Holder, assuming all of the other requirements have been satisfied by such Holder 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, 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 12.14as soon as practicable 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. Except No cash payment of accrued and unpaid interest or Additional Interest shall be paid by the Company on a converted Security, except as described in Section 12.10, the Company will not make any payment in cash or Common Stock or other adjustment for accrued 12.9. Accrued and unpaid interestinterest (inclusive of Additional Interest, Additional Amounts 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.14if any), 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, Additional Amounts and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts and Additional Interest are deemed be paid in full with the shares of Common Stock issued upon conversion, rather than deemed cancelled, extinguished or forfeited. Notwithstanding If the foregoingCommon Stock received upon conversion of a Security pursuant to this Article XII does not include cash sufficient to comply with the United States federal withholding tax obligations imposed by the Code with respect to accrued and unpaid interest on the Securities payable to the beneficial owner of such Security, accrued interestthe Company may, Additional Amounts and Additional Interestto the extent 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 actual cash dividends or distributions subsequently made with respect to such Common Stock to such beneficial owner. In the event of a Designated Event, 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 has exercised submitted any or all of its right to require the Company to purchase its Notes pursuant to ARTICLE IV or ARTICLE VSecurities for repurchase, such a Holder's ’s conversion rights on the Notes Securities so subject to purchase repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date or Fundamental Change Designated Event Purchase Date, as the case may be, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note Security in respect of which a Holder has delivered a Designated Event Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's ’s right to require the Company to purchase repurchase such Note Security may be converted only if such Purchase Notice or Fundamental Change Designated Event Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change the Designated Event Purchase Date. (b) Before any Holder shall be entitled to convert any Notes the same into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, shall surrender such Securities, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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"“Conversion Notice”) that such 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 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, Additional Amounts or interest (inclusive of Additional Interest, if any), on the NotesSecurities, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note Security shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.13, 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 1/10,000th 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 promptly notify the Company when it receives a Conversion Notice. Settlement of Pursuant to Section 12.13, 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 Excess Amountamount of cash and the number of shares of Common Stock, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. If the Company elects to settle in Common Stock onlyThe 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 Holder, assuming once all of the other requirements have been satisfied by such Holder 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, 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 12.14. 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 register12.13. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts Contingent Interest or Additional Interest Interest, if any, 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.14)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 amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts Contingent Interest and Additional Interest, if any any, through the conversion dateConversion Date. As a result, accrued interest, Additional Amounts Contingent Interest and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE VV and has not withdrawn its Purchase Notice or Fundamental Change Purchase Notice, such Holder's conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes Note into Common Stock, such Holder shall, (i) in the case of Global SecuritiesNotes, comply with the Applicable Procedures of the Depositary in effect at that time, and (ii) in the case of Certificated SecuritiesNotes, (A) surrender such SecuritiesNotes, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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") ), manually signed by such Holder, 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 issuedissued and (C) furnish any other required endorsements or transfer documents. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest, Additional Amounts Contingent Interest or Additional Interest, if any, on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted SecurityNote, such 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 Restricted Security Note and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted SecurityNote. 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 if such Restricted Security Note is not so accompanied by a properly completed certification, 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 if such Restricted Security Note is not so accompanied by a 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 12.2(b) have been satisfiedsatisfied (such date, the "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 or Holders of such Common Stock as of 5:00 p.m., New York City Eastern Standard time, on such date. (d) In case any Certificated Security 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 Security Note so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated SecuritiesNotes. (e) If the Effective Date or anticipated Effective Date of a Make-Whole Transaction occurs on or prior to May 15, 2013 and a Holder elects to convert its Notes during the time periods set forth in Section 12.1(b)(ii), the Conversion Rate applicable to such Holder's conversion will be adjusted by including in the Conversion Rate per $1,000 principal amount of Notes an additional number of shares of Common Stock per $1,000 principal amount of Notes (the "ADDITIONAL SHARES") as described below; provided, however, that if the Stock Price paid in consideration with such transaction is greater than $125.00 or less than $36.96 (subject in each case to adjustment as described below), no adjustment to the Conversion Rate for Additional Shares shall be made. The number of Additional Shares included in the Conversion Rate in connection with the conversion of Notes as described in the immediately preceding paragraph will be determined by reference to the table attached as Schedule I hereto, based on the 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) Subject to Section 12.1412.13, 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 1/10,000th 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 Pursuant to Section 12.13, 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. 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 Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, as soon as practicable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.1412.13. 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 12.1412.13. 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. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts Contingent Interest or Additional Interest on any Notes when they are converted. The Company's ’s delivery to the Holder of the full number of shares of Common Stock into which the Note is convertible (or, at the Company's ’s option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.1412.13), together with any cash payment for such Holder's ’s fractional shares, shall be deemed to satisfy the Company's ’s obligation to pay the principal amount Accreted Principal Amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts Contingent Interest and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts Contingent Interest and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts Contingent Interest 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's ’s conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's ’s right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date. (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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 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 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, Additional Amounts Contingent Interest or Additional Interest, if any, on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.12, 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 1/10,000th 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 Pursuant to Section 12.12, 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. 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 Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, 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 12.1412.12. If the Company elects to settle in cash or a combination of cash and Common StockStock (including, without limitation, pursuant to a Principal Conversion Settlement Election), the cash and, if applicable, 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 paid and delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.1412.12. 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 date of conversion. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interestinterest (including Additional Interest, Additional Amounts or Additional Interest if any) 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.1412.12), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts and interest (including Additional Interest, if any any) through the conversion date. As a result, accrued interestinterest (including Additional Interest, Additional Amounts and Additional Interest are if any) is deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts and interest (including 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such SecuritiesNotes, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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 requiredrequired from such Holder, if any, relating to interest, Additional Amounts or interest (including Additional Interest, if any, ) on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any 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 of the Security Note so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities. (e) If and only to the extent a Holder elects to convert Notes in connection with a Fundamental Change described in clause (i) or (iii) of the definition 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 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, the Nasdaq National Market or the Nasdaq 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") 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 $10.50 or less than $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 12.2(e) unless the Holder elects to convert the Notes in connection with such transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.13, 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 1/10,000th of a share). On the earlier to occur of (1) one Trading Day after first date the first such date as Notes become convertible under the Closing Sale Price equals or exceeds the Conversion Price and (ii) one Trading Day after the Company first receives a Conversion Noticecircumstances 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 Excess Amount, and shall set forth the method for settling the Conversion Obligation in respect of the Excess Amount in accordance with the procedure set forth in Section 12.13. 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 Holder, assuming all of the other requirements have been satisfied by such Holder within three Trading Days Holder, as soon as practicable after the Company issues its notification of its chosen method of settlement in accordance with Section 12.1412.13. 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 12.1412.13. 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. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts 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 (or, at the Company's option, cash, or a combination of cash and Common Stock, in lieu thereof as provided in Section 12.1412.13), together with any cash payment for such Holder's fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued 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 has exercised its right to require the Company to purchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's conversion rights on the Notes so subject to 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 has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's right to require the Company to purchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date. (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank 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 NOTICENotice") 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, Additional Amounts or Additional Interest, if any, on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.1412.12, 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 1/10,000th 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. If the Company elects to settle in Common Stock only, 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 Holder, assuming all of the other requirements have been satisfied by such Holder 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 StockHxxxxx, 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 12.14as 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 date of conversion. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts interest or Additional Interest on any Notes when they are converted. The Company's ’s delivery to the Holder of the 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 provided in Section 12.14)convertible, together with any cash payment for such Holder's ’s fractional shares, shall be deemed to satisfy the Company's ’s obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts interest and Additional Interest, if any through the conversion date. As a result, accrued interest, Additional Amounts and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest, Additional Amounts interest 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 has exercised its right to require the Company to purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, such Holder's Hxxxxx’s conversion rights on the Notes so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, Notice exercising such Holder's ’s right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that timeProcedures, and in the case of Certificated Securities, surrender such SecuritiesNotes, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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 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, Additional Amounts interest or Additional Interest, if any, on the Notes, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City time, on such date. (d) In case any 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 of the Security Note so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities. (e) If and only to the extent a holder elects to convert Notes in connection with a transaction described under clauses (i) or (iii) 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 $125.00 or less than $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 12.2(e) unless the holder elects to convert the Notes in connection with such Fundamental Change transaction.

Conversion Procedures; Conversion Rate; Fractional Shares. (a) Subject to Section 12.14, each 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 1/10,000th 1/1,000th 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 Excess Amountnumber of shares of Common Stock and/or the amount of cash, and shall set forth if any, that the method for settling holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Notes covered by that Conversion Notice. If the Company elects to settle in Common Stock only, 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 Holder 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 Stockholder, 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 12.14as 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. Except as described in Section 12.10The 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 make receive any separate cash payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts or Additional Interest on any Notes when they are convertedinterest except as set forth below. The Company's delivery to the Holder ’s settlement of the 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 Conversion Obligation as provided in Section 12.14), together with any cash payment for such Holder's fractional shares, described above shall be deemed to satisfy the Company's its obligation to pay the principal amount of the Note and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts interest and Additional Interest, if any through any, to, but not including, the conversion dateConversion Date. As a result, accrued interest, Additional Amounts and unpaid interest and Additional Interest are 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, Additional Amounts interest 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 purchase repurchase its Notes pursuant to ARTICLE IV or ARTICLE VArticle 14, such Holder's holder’s conversion rights on the Notes so subject to purchase 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, 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, as the case may be, Notice exercising such Holder's holder’s right to require the Company to purchase repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b14.01(c) or Section 5.2(b) prior to 5:00 p.m.and, New York City timeif the Note is a Global Note, on the Business Day immediately preceding if such Purchase Date or Fundamental Change Purchase Dateholder complies with applicable Depositary procedures. (b) Before any Holder holder shall be entitled to convert any Notes into Common Stock, such Holder holder shall, in the case of Global SecuritiesNotes, comply with the Applicable Procedures of the Depositary in effect at that timeProcedures, and in the case of Certificated SecuritiesDefinitive Notes, surrender such SecuritiesNotes, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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, Additional Amounts interest or Additional Interest, if any, on the Notes, as provided in Section 12.1013.02(f), and all taxes or duties, if any, as provided in Section 12.913.02(f). 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 such certifications, legal opinions or other information as the form set forth in a Transfer Certificate dated Conversion Agent or the date of surrender of such Restricted Security and signed by such Holder, 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 properly completed certificationsuch 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 holder if such Restricted Security is not so accompanied by a properly completed certificationsuch 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 12.2(b13.02(b) have been satisfiedsatisfied (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 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 Certificated Security 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 holder of the Security Note so surrendered, without charge to such Holder holder (subject to the provisions of Section 12.913.02(f)), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated SecuritiesDefinitive 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) Subject to Section 12.1412.13, 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 1/10,000th 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 promptly notify the Company when it receives a Conversion Notice. Settlement of Pursuant to Section 12.13, 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 Excess Amountamount of cash and the number of shares of Common Stock, and shall set forth if any, that the method for settling Holder that submitted the Conversion Obligation in respect Notice is entitled to receive upon surrender of the Excess Amount in accordance with the procedure set forth in Section 12.13Securities covered by that Conversion Notice. If the Company elects to settle in Common Stock onlyThe 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 Holder, assuming once all of the other requirements have been satisfied by such Holder 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, 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 12.1412.13. 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. Except as described in Section 12.1012.9, the Company will not make any payment in cash or Common Stock or other adjustment for accrued and unpaid interest, Additional Amounts interest or Additional Interest Interest, if any, on any Notes Securities when they are converted. The Company's ’s delivery to the Holder of the 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 provided in Section 12.14)12.13, together with any cash payment for such Holder's ’s fractional shares, shall be deemed to satisfy the Company's ’s obligation to pay the principal amount of the Note Security and to satisfy its obligation to pay accrued and unpaid interest, Additional Amounts interest and Additional Interest, if any any, through the conversion date. As a result, accrued interest, Additional Amounts interest and Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued 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 has exercised its right to require the Company to purchase repurchase its Notes Securities pursuant to ARTICLE IV or ARTICLE VV and has not withdrawn its Purchase Notice or Fundamental Change Purchase Notice, such Holder's ’s conversion rights on the Notes Securities so subject to purchase 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, unless the Company shall default in its payment obligation to such Holder. Notwithstanding the foregoing, a Note Security in respect of which a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder's ’s right to require the Company to purchase repurchase such Note Security may be converted only if such Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date). (b) Before any Holder shall be entitled to convert any Notes Security into Common Stock, such Holder shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank if required by the Conversion Agentblank, 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") “Conversion Notice”), manually signed by such Holder, that such 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 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, Additional Amounts interest or Additional Interest, if any, on the NotesSecurities, as provided in Section 12.1012.9, and all taxes or duties, if any, as provided in Section 12.912.8. If more than one Note Security shall be surrendered for conversion at one time by the same Holder, 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 of such Restricted Security, such 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 Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. 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 properly completed certification, 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 a 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 12.2(b) have been 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 or Holders of such Common Stock as of 5:00 p.m., New York City Eastern Standard time, on such date. (d) In case any 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 of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 12.912.8), a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Certificated Securities. (e) If and only to the extent a holder elects to convert Securities “in connection with” (as set forth below) a Fundamental Change described in clause (i) or (iii) 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’s conversion will be adjusted by including in the Conversion Rate per $1,000 principal amount of 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 consideration with such transaction is greater than $150.00 or less than $49.75 (subject in each case to adjustment as described below), no adjustment to the Conversion Rate for Additional Shares shall be made. 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 included in the Conversion Rate in connection with the conversion of Securities as described in the immediately preceding paragraph will be determined by reference to the table attached as Schedule I hereto, based on the 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.