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 to conversion has not been satisfied, in the event that the Company declares a dividend or distribution described 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 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 the Company 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 immediately prior to the transaction.

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 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 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 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 immediately prior to the transaction.

Conversion Upon Occurrence of Certain Corporate Transactions. Subject If the Company elects to: (a) distribute to all holders of Common Stock certain rights entitling them to purchase shares of Common Stock at less than the Current Market Price of the Common Stock as of the Business Day prior to the provisions date of this paragraph 8 and notwithstanding the fact that any other condition declaration for such distribution or (b) distribute to conversion has not been satisfied, in the event that the Company declares a dividend or distribution described 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 all holders of Common Stock, as determined in assets, debt securities or certain rights to purchase the IndentureCompany's securities, exceeds which distribution has a per share value exceeding 15% of the Sale Price of the Common Stock on the Business Day immediately trading day preceding the declaration date of declaration for such dividend or distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to must notify the Holders of such right, which shall not be less than the Notes at least 20 days prior to the Exex-Dividend Time dividend date for such dividend or distribution. Once the Company has given such notice, and Securities Holders may be surrendered surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the Exex-Dividend Time dividend date or until the Company announces Company's announcement that such dividend or distribution will not take place. Subject , even if the Notes are not otherwise convertible at such time; provided that a Holder may not exercise this right to convert if the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, Holder will otherwise participate in the event distribution without conversion. If 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 11.14 (other than if such property consists of shares of voting common stock of the Indenturesurviving person that are, or upon issuance will be, traded on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the Securities United States, and such shares represent at least 95% of the aggregate fair market value (as determined by the Company's board of directors) of such property), a Holder may be surrendered surrender Notes for conversion at any time from and after the date which is 15 days prior to the date the Company announces the anticipated effective time date of the transaction until 15 days after the actual effective date of such transaction. If the Company is a party to a consolidation, and merger or binding share exchange pursuant to which Common Stock is converted into cash, securities or other property, then at the effective time of such transaction the transaction, the right to convert a Security Note into Common Stock will be deemed to have changed into a right to convert it such Note 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 Notes immediately prior to the transaction.