Common use of Conversion Upon Satisfaction of Sale Price Condition Clause in Contracts

Conversion Upon Satisfaction of Sale Price Condition. Prior to the close of business on the business day immediately preceding March 15, 2027, a holder may surrender all or any portion of its notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. If the sale price condition has been met, we will so notify the holders, the trustee and the conversion agent (if other than the trustee). The “last reported sale price” of our common stock (or other security for which a closing sale price must be determined) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our common stock (or such other security) is traded. If our common stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for our common stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our common stock (or such other security) is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our common stock (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose. “Trading day” means a day on which (i) trading in our common stock (or other security for which a closing sale price must be determined) generally occurs on The Nasdaq Global Select Market or, if our common stock (or such other security) is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which our common stock (or such other security) is then listed or, if our common stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock (or such other security) is then traded, and (ii) a last reported sale price for our common stock (or closing sale price for such other security) is available on such securities exchange or market. If our common stock (or such other security) is not so listed or traded, “trading day” means a “business day.”

Conversion Upon Satisfaction of Sale Price Condition. Prior to the close of business on the business day immediately preceding March 15[ , 2027], a holder may surrender all or any portion of its notes for conversion at any time during any calendar fiscal quarter commencing after the calendar fiscal quarter ending on December 31June [ ], 2022 (and only during such calendar quarter), 2007 if the last reported closing sale price per share of the our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, on the last trading day of the immediately preceding calendar previous fiscal quarter is greater more than or equal to 130% [130]% of the applicable conversion price on each applicable trading day. If the sale price condition has been met, we will so notify the holders, the trustee and the conversion agent (if other than the trustee). The “last reported sale price” per share of our common stock (or other security on such last trading day. Upon surrender by a holder of its notes for which a conversion, we will deliver cash and common stock, if any, as described below under "- Payment upon Conversion." The "closing sale price must be determined) price" of our common stock on any date means the closing sale price per share (or or, if no closing sale price is reported, the average of the bid and ask asked prices or, if more than one in either case, the average of the average bid and the average ask asked prices) on that such date as reported by the Nasdaq Global Market or, if our common stock is not reported by the Nasdaq Global Market, in composite transactions for the principal U.S. national or regional securities exchange on which our common stock (or such other security) is traded. If our common stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq Global Market on the relevant date, the “last reported closing sale price” price will be the last quoted bid price for our common stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. the National Quotation Bureau Incorporated or a similar organization. If our common stock (or such other security) is not so quoted, the “last reported closing sale price” price will be the average of the mid-point of the last bid and ask asked prices for our common stock (or such other security) on the relevant date from each of at least three independent nationally recognized independent investment banking firms selected by us for this purpose. “Trading day” means The conversion agent, which initially will be [insert name of trustee], will, on our behalf, determine daily whether the notes are convertible as a day on which (i) trading in result of the sale price of our common stock (or other security for which a closing sale price must be determined) generally occurs on The Nasdaq Global Select Market or, if our common stock (or such other security) is not then listed on The Nasdaq Global Select Market, on and notify us and the principal other U.S. national or regional securities exchange on which our common stock (or such other security) is then listed or, if our common stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock (or such other security) is then traded, and (ii) a last reported sale price for our common stock (or closing sale price for such other security) is available on such securities exchange or market. If our common stock (or such other security) is not so listed or traded, “trading day” means a “business daytrustee.”

Conversion Upon Satisfaction of Sale Price Condition. Prior to the close of business on the business day immediately preceding March 15, 2027, a A holder may surrender any or all or any portion of its notes for conversion at any time during any calendar fiscal quarter commencing after the calendar fiscal quarter ending on December 31September 15, 2022 (and only during such calendar quarter), 2007 if the last reported closing sale price per share of the our common stock for at least 20 trading days (whether or not consecutive) during the 30-consecutive-trading-day period of 30 consecutive trading days ending on, and including, on the last trading day of the immediately preceding calendar previous fiscal quarter is greater more than or equal to 130% of the applicable conversion price per share of our common stock on each applicable such last trading day. If the sale price condition has been met, we will so notify the holders, the trustee and the conversion agent (if other than the trustee). The “last reported closing sale price” of our common stock (or other security for which a closing sale price must be determined) on any date means the closing sale price per share (or or, if no closing sale price is reported, the average of the bid and ask asked prices or, if more than one in either case, the average of the average bid and the average ask asked prices) on that such date as reported by The Nasdaq Global Market or, if our common stock is not reported by The Nasdaq Global Market, in composite transactions for the principal U.S. national or regional securities exchange on which our common stock (or such other security) is traded. If our common stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported closing sale price” price will be the last quoted bid price for our common stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. the National Quotation Bureau Incorporated or a similar organization. If our common stock (or such other security) is not so quoted, the “last reported closing sale price” price will be the average of the mid-point of the last bid and ask asked prices for our common stock (or such other security) on the relevant date from each of at least three independent nationally recognized independent investment banking firms selected by us for this purpose. A “Trading trading day” means a is any day on which (i) trading in our common stock there is no market disruption event (or other security for which a closing sale price must be determinedas defined below) generally occurs on and (ii) The Nasdaq Global Select Market or, if our common stock (or such other security) is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which our common stock (is listed, admitted for trading or such other security) quoted, is then listed open for trading or, if our the common stock (or such other security) is not then listed on so listed, admitted for trading or quoted, any business day. A “trading day” only includes those days that have a U.S. national scheduled closing time of 4:00 p.m. (New York City time) or regional securities exchange, the then-standard closing time for regular trading on the principal other relevant exchange or trading system. A “market disruption event” means the occurrence or existence for more than one half-hour in the aggregate on which our common stock (or such other security) is then traded, and (ii) a last reported sale price any scheduled trading day for our common stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by The Nasdaq Global Market or otherwise) in our common stock or in any options, contracts or future contracts relating to our common stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day. We will determine daily whether the notes are convertible as a result of the closing sale price for such other security) is available on such securities exchange or market. If of our common stock (or and will notify the trustee of such other security) is not so listed or traded, “trading day” means a “business daydetermination.”

Conversion Upon Satisfaction of Sale Price Condition. Prior to the close of business on the business day immediately preceding March 15January 1, 20272020, a holder may surrender all or any portion of its notes for conversion at any time during any calendar quarter commencing on or after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter)date that is six months after the last date of original issuance of the notes, if the last reported sale price of the our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, within the last five trading day of the days immediately preceding calendar quarter a conversion date is greater than or equal to 130% of the conversion price for the notes on each applicable trading day. If the sale price condition has been met, we will so notify the holders, the trustee and the conversion agent (if other than the trustee). The “last reported sale price” of our common stock (or other security for which a closing sale price must be determined) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities relevant stock exchange on which our common stock (or such other security) is tradedas defined below). If our common stock (or such other security) is not listed for trading on a U.S. national or regional securities relevant stock exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for our common stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our common stock (or such other security) is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our common stock (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose. “Trading day” means a day on which (i) trading in our common stock (or other security for which a closing sale price must be determined) generally occurs on The Nasdaq Global Select Market or, if our common the relevant stock (or such other security) is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which our common stock (or such other security) is then listed or, if our common stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock (or such other security) is then traded, and (ii) a last reported sale price for our common stock (or closing sale price for such other security) is available on such securities exchange or market. If our common stock (or such other security) is not so listed or traded, “trading day” means a “business day.”