Common use of Conversion Upon Occurrence of Certain Corporate Transactions Clause in Contracts

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $18.20, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities for conversion will expire at the close of business on the Business Day preceding the Stated Maturity. Interest will not be paid on Securities that are converted; provided, however that, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment Date, and Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of a Security, to exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price will be adjusted in certain circumstances as provided in the indenture. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or transfer of all or substantially all of the Company's assets pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder Holder would have received if the holder Holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s 's Securities pursuant to paragraph 10 and Section 3.14 3.13 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. Upon conversion, the Company has the right to deliver cash or a combination of cash and Common Stock. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 19.0006 shares of Common Stock per each $18.201,000 of Principal Amount, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities for conversion will expire at the close of business on the Business Day preceding the Stated Maturity. Interest will not be paid on Securities that are converted; provided, however thathowever, that Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment Date, and Securities surrendered for conversion during such periods periods, except for Securities to be redeemed within such period, must be accompanied by payment of an amount equal to the interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of a Security, to exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee Trustee, (4) pay funds equal to the interest payable on the Securities being converted payable on the next Interest Payment Date, if required, and (45) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price Rate will be adjusted in certain circumstances as provided in the indenture. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 16.14 of the Indenture, the Securities Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security Note into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder Holder would have received if the holder Holder had converted its Security into Common Stock Note immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. A Security Note in respect of which a Holder has delivered a Repurchase Purchase Notice or Designated Event Repurchase Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 6.211 shares of Common Stock per $18.201,000 Principal Amount at Maturity, subject to adjustment for in the case of certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities Notes for conversion will expire at the close of business on the Business Day preceding the Stated MaturityJanuary 15, 2034. Interest will not be paid on Securities that are converted; provided, however that, Securities Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date Date, shall be entitled to receive such interest interest, in lieu of Original Issue Discount or Contingent Cash Interest, payable on such Securities Notes on the corresponding Interest Payment Date, Date and Securities (except Notes with respect to which the Company has mailed a notice of redemption) Notes surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest in lieu of Original Issue Discount or Contingent Cash Interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of To convert a Security, to exercise its conversion rightNote, a Holder must (1a) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2b) surrender the Security Note to the Conversion Agent, (3c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4d) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security Note if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a SecurityNote, accrued but Original Issue Discount and any accrued and unpaid interest cash interest, including Contingent Cash Interest, attributable to the period from the most recent Interest Payment Issue Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (as cash in lieu thereof) (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security Note being converted pursuant to the terms hereof; and the fair market value Fair Market Value of such shares of Common Stock (as cash in lieu thereof) (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and any accrued but and unpaid interest cash interest, including Contingent Cash Interest, accrued through the Conversion Date, and the balance, if any, of such fair market value Fair Market Value of such Common Stock (and any such cash paymentpayments) shall be treated as issued in exchange for the Issue Price of the Security Note being converted pursuant to the provisions hereof. The Conversion Price Rate will be adjusted in accordance with Article XVI of the Indenture for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain circumstances as provided in reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days of the indentureIssue Date at less than the Sale Price of the Common Stock at the Time of Determination; distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions) and certain rights pursuant to stockholder rights plans; certain dividends or distributions of cash; and certain tender offers or exchange offers. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security Note into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 11.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. A Security in respect of which a Holder has delivered a Repurchase Purchase Notice or Designated Event Repurchase Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 38.4615 shares of Common Stock per $18.201,000 Original Principal Amount of each Security, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities for conversion will expire at the close of business on March 21, 2023. In the Business Day preceding event the Stated MaturityCompany exercises its option pursuant to Section 10.01 of the Indenture to have, in lieu of having the Variable Principal Amount increase, interest accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Interest Increases in the Variable Principal Amount and cash interest will not be paid on Securities that are converted; provided, however that, prior to March 21, 2008, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment DateDate and (except Securities with respect to which the Company has mailed a notice of redemption beginning on March 21, 2006 and thereafter) Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of a Security, to To exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, accrued but unpaid increases in the Variable Principal Amount or cash interest (or interest if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the most recent Interest Payment Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for increases in the Variable Principal Amount or cash interest (or interest, if the Company has exercised its option provided for in paragraph 11 hereof) accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days of the record date for such distribution at less than the Sale Price of the Common Stock at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions) and certain rights pursuant to shareholder rights plans. However, no adjustment need be made if Securityholders may participate in the transaction or in certain circumstances as provided in other cases. The Company from time to time may voluntarily increase the indentureConversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person. The Conversion Rate will not be adjusted for increases in the Variable Principal Amount or accrued cash interest.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion in paragraph 8(a), 8(b) or 8(c) has not been satisfied, in the event that the Company declares a dividend or distribution described herein in Section 11.07 of the Indenture, or a dividend or a distribution described in Section 11.08 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock on the Business Day immediately preceding the date of declaration for such dividend or distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such dividend or distribution will not take place. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all assets of the Company pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 11.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company announces as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. . A Security in respect of which a Holder has delivered a Repurchase Purchase Notice or Designated Event Repurchase Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 9.2586 shares of Common Stock per $18.201,000 Principal Amount at Maturity, subject to adjustment for in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability In the event the Company exercises its option pursuant to surrender Securities for conversion will expire at Section 10.01 of the close Indenture to have interest in lieu of business Original Issue Discount accrue on the Business Day preceding Security following a Tax Event, the Stated MaturityHolder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Interest Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are convertedconverted as provided in the second paragraph below and will not be paid in cash; providedPROVIDED, however thatHOWEVER, that in the case of interest in lieu of Original Issue Discount payable under paragraph 10(a), Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest interest, in lieu of Original Issue Discount, payable on such Securities on the corresponding Interest Payment Date, Date and (except Securities with respect to which the Company has mailed a notice of redemption) Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of To convert a Security, to exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxestax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued but unpaid Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the most recent Interest Payment Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price of the Common Stock at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain circumstances as provided in other cases. The Company from time to time may voluntarily increase the indentureConversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event that the Company declares a dividend or distribution described herein in Section 11.07 of the Indenture, or a dividend or a distribution described in Section 11.08 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock on the Business Day immediately preceding the date of declaration for such dividend or distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such dividend or distribution will not take place. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all assets of the Company pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 11.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as announces the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. . A Security in respect of which a Holder has delivered a Repurchase Purchase Notice or Designated Event Repurchase Change in Control Purchase Notice exercising the option of such Holder to require the Company to 88 purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 16.3335 shares of Common Stock per $18.201,000 Principal Amount at Maturity, subject to adjustment for in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability In the event the Company exercises its option pursuant to surrender Securities for conversion will expire at Section 10.01 of the close Indenture to have interest in lieu of business Original Issue Discount accrue on the Business Day preceding Security following a Tax Event, the Stated MaturityHolder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. Interest Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are converted; provided, however thathowever, that Securities surrendered for conversion during the period period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest interest, in lieu of Original Issue Discount, payable on such Securities on the corresponding Interest Payment Date, Date and (except Securities with respect to which the Company has mailed a notice of redemption) Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of To convert a Security, to exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxestax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued but unpaid Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the most recent Interest Payment Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 11 hereof) accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. 89 The Conversion Price Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price of the Common Stock at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain circumstances as provided in other cases. The Company from time to time may voluntarily increase the indentureConversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock Ordinary Shares would be converted into cash, securities or other property as set forth in Section 10.09 10.15 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock Ordinary Shares will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock Ordinary Shares immediately prior to the transaction. If such transaction also constitutes a Designated EventFundamental Change, a Holder will be able to require the Company to repurchase redeem all or a portion of such Holder’s Securities pursuant to paragraph 10 Paragraph 7 hereof and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated EventFundamental Change, the Securities will cease to be convertible after the fifteenth 15th day following the actual effective date of the transaction giving rise to such Designated EventFundamental Change. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Fundamental Change Redemption Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is 34.9406 Ordinary Shares per $18.201,000 Principal Amount of each Security, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common StockOrdinary Share. The ability to surrender Securities for conversion will expire at the close of business on the Business Day preceding the Stated MaturitySeptember 15, 2024. Interest will not be paid on Securities that are converted; provided, however that, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment Date, and Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of a Security, to To exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock Ordinary Shares except as provided in the Indenture. On conversion The Conversion Rate will be adjusted for dividends or distributions on Ordinary Shares payable in Ordinary Shares or other Capital Stock of the Company; subdivisions, combinations or certain reclassifications of Ordinary Shares; distributions to all holders of Ordinary Shares of certain rights to purchase Ordinary Shares for a period expiring within 60 days of the record date for such distribution at less than the Closing Sale Price of the Ordinary Shares at the Time of Determination; distributions to such holders of assets (including cash and Capital Stock of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished Subsidiary) or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery debt or other securities of the Common Stock (together with Company or certain rights to purchase securities of the cash payment, if any, in lieu of fractional shares) in Company; a tender or exchange offer by the Company or any Subsidiary for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, Ordinary Shares to the extent thereofthat the cash and value of any other consideration included in the payment per share of Ordinary Shares exceeds the current market price per share of Ordinary Shares on the trading day next succeeding the Expiration Time. However, first no adjustment need be made if Securityholders may participate in exchange for accrued but unpaid interest through the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Date, Rate. Subject to Sections 10.22 and 10.23 of the balanceIndenture, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price will be adjusted in certain circumstances as provided in the indenture. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock Ordinary Shares may be changed into a right to convert it into securities, cash or other assets of the Company or another person. The Conversion Rate will not be adjusted for accrued and unpaid interest. Upon conversion, a holder will not receive any cash payment of interest (unless such conversion occurs between a regular Record Date and the interest payment date to which it relates). Instead, accrued and unpaid interest will be deemed to be paid in full by the Ordinary Shares received by the Holder on conversion.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 7 including the settlement provisions described below and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of the Company's assets pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 of the Indenture, the Securities 2004 Senior Convertible Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after the actual effective date of such transaction, and and, unless the transactions is a Cash Take-Over Transaction, as defined in the Indenture, at the effective time of such transaction the right to convert a Security into Common Stock 2004 Senior Convertible Note will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property assets of the Company or another person which the holder Holder would have received if the holder Holder had converted its Security into Common Stock 2004 Senior Convertible Note immediately prior to the transaction. If such transaction is a Cash Take-Over Transaction, the Additional Shares as provided in Section 1.10(g)(vii) shall be added to the number of shares of Common Stock to be delivered upon conversion as provided in Section 1.10(b)(ii) of the Indenture, unless the transaction is with an acquirer which has a class of publicly traded securities and the Company elects to treat the transaction as a Public Acquirer Change of Control under Section 1.10(g)(viii) of the Indenture. If the Company elects to treat the transaction as a Public Acquirer Change of Control, the Company shall cause notice of such election to be mailed to each Holder, at its address appearing on the 2004 Senior Note register, as soon as practicable and at least 5 trading days prior to the anticipated Effective Date of such transaction and, as of the Effective Date of the Public Acquirer Change of Control, the 2004 Senior Convertible Notes shall be convertible as described in Section 1.10(g)(viii) of the Indenture. If any transaction described in this paragraph also constitutes a Designated EventFundamental Change, a Holder will be able to require the Company to repurchase purchase all or a portion of such Holder’s Securities Xxxxxx's 2004 Senior Convertible Notes pursuant to paragraph 10 Paragraph 6 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $18.20, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities for conversion will expire at the close of business on the Business Day preceding the Stated Maturity. Interest will not be paid on Securities that are converted; provided, however that, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment Date, and Securities surrendered for conversion during such periods must be accompanied by payment of an amount equal to the interest with respect thereto that the registered Holder is to receive. Subject to the provisions of the Indenture relating to the requirements for convertibility of a Security, to exercise its conversion right, a Holder must (1) complete and manually sign the conversion notice (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar taxes, if required. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued but unpaid interest through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Price will be adjusted in certain circumstances as provided in the indenture. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.