Common use of Conversion Rate Adjustment on a Fundamental Change Clause in Contracts

Conversion Rate Adjustment on a Fundamental Change. If and only to the extent a Holder timely elects to convert Securities in connection with a Fundamental Change transaction that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the consideration for shares of Common Stock (excluding cash payments for fractional shares) 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 United States national securities exchange, then the Company shall increase the Conversion Rate for the Securities surrendered for conversion as described below; provided that if the Share Price paid in connection with such transaction is greater than $27.50 or less than $7.50 (subject in each case to adjustment, as described below), no adjustment to the applicable Conversion Rate shall be made. The increase in the Conversion Rate for the Securities surrendered for conversion as described in the immediately preceding paragraph shall be determined by reference to the table attached as Schedule I hereto, based on the effective date of such Fundamental Change transaction and the Share Price paid in connection with such Fundamental Change transaction; provided, that if the Share Price is between two Share Price amounts in the table, or the effective date of such Fundamental Change transaction is between two effective dates in the table, the amount of the Conversion Rate adjustment shall be determined by a straight-line interpolation between the adjustment amounts set for the two Share Prices and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Fundamental Change transaction means the date that a Fundamental Change becomes effective. The Share Prices set forth in the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 13.06. The adjusted Share Prices shall equal the Share 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 Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Conversion Rate adjustment amounts shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.06. Notwithstanding the foregoing, in no event will the Conversion Rate exceed 113.0741 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.06. In no event shall a Holder be entitled to both a Conversion Rate adjustment pursuant to this Section 11.08(b) and Additional Interest on Securities converted in connection with a Fundamental Change.

Conversion Rate Adjustment on a Fundamental Change. If and only to the extent a Holder timely elects to convert Securities in connection with a Fundamental Change transaction that occurs on or prior to April January 15, 2011, pursuant to which 10% or more of the consideration for shares of Common Stock (excluding cash payments for fractional shares) 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 United States national securities exchange, then the Company shall increase the Conversion Rate for the Securities surrendered for conversion as described below; provided that if the Share Price paid in connection with such transaction is greater than $27.50 [*] or less than $7.50 [*] (subject in each case to adjustment, as described below), no adjustment to the applicable Conversion Rate shall be made. The increase in the Conversion Rate for the Securities surrendered for conversion as described in the immediately preceding paragraph shall be determined by reference equal to 110% of the increase set forth in the table attached as Schedule I hereto, based on the effective date of such Fundamental Change transaction and the Share Price paid in connection with such Fundamental Change transaction; provided, that if the Share Price is between two Share Price amounts in the table, or the effective date of such Fundamental Change transaction is between two effective dates in the table, the amount of the Conversion Rate adjustment shall be determined by a straight-line interpolation between the adjustment amounts set for the two Share Prices and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Fundamental Change transaction means the date that a Fundamental Change becomes effective. The Share Prices set forth in the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 13.0614.06. The adjusted Share Prices shall equal the Share 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 Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Conversion Rate adjustment amounts shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.0614.06. Notwithstanding the foregoing, in no event will the Conversion Rate exceed 113.0741 [*] per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0614.06. In no event shall a Holder be entitled to both a Conversion Rate adjustment pursuant to this Section 11.08(b12.08(b) and Additional Interest on Securities converted in connection with a Fundamental Change.

Conversion Rate Adjustment on a Fundamental Change. If and only to the extent a Holder timely elects to convert Securities in connection with a Fundamental Change transaction that occurs on or prior to April January 15, 2011, pursuant to which 10% or more of the consideration for shares of Common Stock (excluding cash payments for fractional shares) 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 United States national securities exchange, then the Company shall increase the Conversion Rate for the Securities surrendered for conversion as described below; provided that if the Share Price paid in connection with such transaction is greater than $27.50 [*] or less than $7.50 [*] (subject in each case to adjustment, as described below), no adjustment to the applicable Conversion Rate shall be made. The increase in the Conversion Rate for the Securities surrendered for conversion as described in the immediately preceding paragraph shall be determined by reference equal to 110% of the increase set forth in the table attached as Schedule I hereto, based on the effective date of such Fundamental Change transaction and the Share Price paid in connection with such Fundamental Change transaction; provided, that if the Share Price is between two Share Price amounts in the table, or the effective date of such Fundamental Change transaction is between two effective dates in the table, the amount of the Conversion Rate adjustment shall be determined by a straight-line interpolation between the adjustment amounts set for the two Share Prices and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Fundamental Change transaction means the date that a Fundamental Change becomes effective. The Share Prices set forth in the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 13.0614.06. The adjusted Share Prices shall equal the Share 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 Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Conversion Rate adjustment amounts shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.0614.06. Notwithstanding the foregoing, in no event will the Conversion Rate exceed 113.0741 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 13.0614.06. In no event shall a Holder be entitled to both a Conversion Rate adjustment pursuant to this Section 11.08(b12.08(b) and Additional Interest on Securities converted in connection with a Fundamental Change.