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

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior to August 1, 2014, during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee shall have no obligation to determine the Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Trustee to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securities.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August the Close of Business on the Business Day immediately preceding January 1, 20142016, Holders may surrender their Notes for conversion during the five Business Day period immediately after following any five ten consecutive Trading Day period (the “Measurement Period”) in which which, for each Trading Day of such ten consecutive Trading Day period, the Trading Price per $1,000 principal amount of the Securities for each Notes on such Trading Day Day, as determined following a request by a Holder of such Measurement Period the Notes, in accordance with the procedures described below, was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day (such condition, the “Trading Price Condition”) as determined as set forth below). The Trustee shall have no obligation to determine the Trading Price of the Notes unless the Company has shall have requested such determination; , and the Company shall have no obligation to make such request unless a Holder of the Notes provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes at such time would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of Promptly (but in no event later than two Business Days) after receiving such evidence, the Company shall instruct the Trustee (or other Person appointed by the Company to solicit bids) to determine the Trading Price of the Securities in the manner described below Notes beginning on the next Trading Day after the Company shall have delivered such instructions and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging If the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if Company does not so instruct the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Dayor another Person to solicit bids when required, then the Trading Price per $1,000 principal amount of Securities the Notes shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion RateRate on each day the Company fails to do so. If the Trading Price Condition has been met, the Company will promptly shall so notify the Holders of the Securities and the Trustee. If, at At any time after the Trading Price Condition has been met, the Company shall notify the Holders and the Trustee on the first Trading Day on which the Trading Price per $1,000 in principal amount of the Securities Notes is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock on such Trading Day and the Applicable Conversion Rate on such Trading Day. Neither the Trustee nor other Person appointed to solicits bids will have liability for such date, the Company will promptly notify the Holders of the Securitiesbids it receives or for its non-negligent failure to obtain bids.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August October 1, 2014, a Holder may surrender its Notes for conversion during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the Securities procedures set forth in this Section 11.01(a)(ii), for each Trading Day of such the Measurement Period was less than 9897% of the product of the Last Reported Sale Price of the Common Stock on and the Conversion Rate for such Trading Day and Day. In connection with any conversion in accordance with this Section 11.01(a)(ii), the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) 97% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of Promptly after receiving such evidence, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes for any Trading Day is greater than or equal to 9897% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect If, upon presentation of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected reasonable evidence by the Board of Directors of Holder, the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee Bid Solicitation Agent does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will Notes shall be deemed to be less than 9897% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If pursuant to the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, foregoing paragraph the Trading Price per $1,000 in principal amount of the Securities Notes is greater less than 9897% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, then the Company will shall as promptly as practicable so notify the Holders in accordance with Section 106 of the SecuritiesBase Indenture. If, at any time after the Trading Price per $1,000 principal amount of Notes is less than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate, the Trading Price per $1,000 principal amount of Notes is greater than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate then the Company shall as promptly as practicable so notify Holders in accordance with Section 106 of the Base Indenture.

Conversion Upon Satisfaction of Trading Price Condition. The (A) A Holder may surrender its Securities shall be convertible prior to August 1, 2014, for conversion into the Company’s Common Stock during the five Business Day period Days immediately after following any five consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities (as determined following a request by a Holder of the Securities in accordance with the procedures described below) for each Trading Day day of such Measurement Period that period was less than 9897% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee shall have no obligation to determine the Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Trustee to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price sale price of the Company’s Common Stock and the Applicable then applicable conversion rate (the “97% Trading Exception”); provided, however, that if, on the date of any conversion of the Securities pursuant to the 97% Trading Exception that is on or after May 16, 2018, the sale price of the Company’s Common Stock is greater than the applicable Conversion Rate Price for such the Securities, then the Holder shall receive upon conversion of the Securities, in lieu of Common Stock based on the then applicable conversion rate for the Holder’s Securities, cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the principal amount of the Holder’s Security plus accrued and unpaid interest, if any, as of the conversion date, which is referred to as a “principal value conversion.” If the Holder surrenders its Securities for conversion and it is a principal value conversion, the Company will promptly shall notify the Holders Holder by the second Trading Day following the date of conversion whether the Company shall pay the Holder the principal amount plus accrued and unpaid interest, if any, in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. Any Common Stock delivered upon a principal value conversion shall be valued at the greater of the Securitiesthen applicable Conversion Price on the conversion date and the sale price on the third Trading Day after the conversion date. The Company shall pay the Holder any portion of the principal amount plus accrued and unpaid interest, if any, to be paid in cash on the third Trading Day after the conversion date. With respect to any portion of the principal amount plus accrued and unpaid interest, if any, to be paid in Common Stock, the Company shall deliver the Common Stock to the Holder on the fifth Trading Day following the conversion date.

Conversion Upon Satisfaction of Trading Price Condition. The Subject to the provisions of this paragraph 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, Holders may surrender for conversion Securities shall be convertible any time prior to August 1, 2014, Maturity if during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which period, the Trading Price per $1,000 principal amount Principal Amount at Maturity of the Securities for each day of such five Trading Day of such Measurement Period period was less than 98% of the product of the Last Reported Sale Price and the Conversion Rate as of such Trading Day. Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to the preceding sentence, the Sale Price of the Common Stock is greater than the accreted conversion price per share but less than or equal to 120% of the accreted conversion price per share upon any such conversion, the Holders of Securities surrendered for conversion shall receive cash equal to the Accreted Principal Amount and cash or Common Stock or a combination of cash and Common Stock, at the Company's option, with a value equal to accrued cash interest, if any, as of the Conversion Date (a "Principal Value Conversion"). If a Holder surrenders its Securities for a Principal Value Conversion, the Company shall notify such Holder by the second Business Day following the Conversion Date whether the Company will pay such Holder in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the accreted conversion price on such the Conversion Date and the Applicable Stock Price as of the Conversion Date. The "Applicable Stock Price" means, in respect of a date of determination, the average Sale Price of the Common Stock over a five-day trading period starting the third Trading Day and the applicable Conversion Rate in effect on following such Trading Day (the “Trading Price Condition”) as determined as set forth belowdate of determination. The Company will then deliver such Common Stock and/or cash to such Holders surrendering Securities for conversion no later than the third Business Day following the determination of the Applicable Stock Price. In connection with any conversion pursuant to this paragraph 9, the Trustee shall not have no any obligation to determine the Trading Price unless of the Securities, provided that the Company has requested may request the Trustee to direct the Bid Solicitation Agent to make such determination; determination to obtain such bid quotation in accordance with this paragraph and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Security would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt number of shares of Common Stock issuable upon conversion of such evidenceSecurity. At such time, the Company shall instruct the Trustee in writing to direct the Bid Solicitation Agent to determine the Trading Price of the Securities in accordance with the manner described below foregoing procedures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities such Security is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect Rate as of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securities.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August 1the Close of Business on the Business Day immediately preceding October 15, 20142023, a Holder may convert its Notes during the five consecutive Business Day period immediately after any five consecutive Trading Day period (such five consecutive Trading Day period, the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of such the Measurement Period was less than ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day and Day. The condition set forth in the applicable Conversion Rate in effect on such Trading Day (preceding sentence is herein referred to as the “Trading Price Condition”.” The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 10.01(b) as determined as and the definition of Trading Price set forth belowherein. The Trustee Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination; determination in writing, and the Company shall will have no obligation to make such request (or seek bids itself) unless a Holder of at least $500,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall, or shall instruct the Trustee to Bid Solicitation Agent to, determine the Trading Price per $1,000 principal amount of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining If the Trading Price condition has been met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on any Trading DayDay after the Trading Price Condition has been met, then the Trading Price per $1,000 principal amount of Securities shall be deemed Notes is greater than or equal to be less than ninety eight percent (98% of the product of (a%) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Rate for such Trading Price Condition has been metDay, the Company will promptly so notify the Holders of Holders, the Securities Trustee and the Conversion Agent (if other than the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 ) in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securitieswriting.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August the close of business on the business day immediately preceding January 1, 20142020, a holder may surrender all or any portion of its notes for conversion at any time during the five Business Day business day period immediately after any five consecutive Trading Day trading day period (the “Measurement Periodmeasurement period”) in which the Trading Price “trading price” per $1,000 principal amount of notes, as determined following a request by a holder in accordance with the Securities procedures described below, for each Trading Day trading day of such Measurement Period the measurement period was less than 98% of the product of the Last Reported Sale Price last reported sale price of the Common Stock on such Trading Day our common stock and the applicable Conversion Rate in effect conversion rate on each such Trading Day (the “Trading Price Condition”) as determined as set forth belowtrading day. The Trustee shall have no obligation to determine the Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price “trading price” per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) notes on any date of determination means the average of the product of secondary market bid quotations obtained by the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Trustee to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per bid solicitation agent for $1,000 in 2.0 million principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of notes at approximately 3:30 p.m., New York City time, on such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture date from three independent nationally recognized securities dealers referred to in we select for this purpose; provided that if three such bids cannot reasonably be obtained by the definition bid solicitation agent but two such bids are obtained, then the average of “trading price.” Notwithstanding the foregoingtwo bids shall be used, and if only one such bid can reasonably be obtained by the Trustee bid solicitation agent, that one bid shall be used. If the bid solicitation agent cannot reasonably obtain at least one bid for $1.0 2.0 million principal amount of the Securities notes from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Daydealer, then the Trading Price trading price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities notes will be deemed to be less than 98% of the product of the Last Reported Sale Price last reported sale price of our common stock and the conversion rate. If (x) we are not acting as bid solicitation agent, and we do not, when we are required to, instruct the bid solicitation agent in writing to obtain bids, or if we give such written instruction to the bid solicitation agent, and the bid solicitation agent fails to make such solicitation, or (y) we are acting as bid solicitation agent and we fail to make such solicitation, then, in either case, the trading price per $1,000 principal amount of notes will be deemed to be less than 98% of the Common Stock product of the last reported sale price of our common stock and the Applicable Conversion Rateconversion rate on each trading day of such failure. The bid solicitation agent (if other than us) shall have no obligation to solicit bids unless we have requested such solicitation in writing; and we will have no obligation to make such request (or, if we are acting as bid solicitation agent, we shall have no obligation to solicit bids) unless a holder of at least $1.0 million aggregate principal amount of notes provides us with reasonable evidence that the trading price per $1,000 principal amount of notes would be less than 98% of the product of the last reported sale price of our common stock and the conversion rate. At such time, we will instruct the bid solicitation agent (if other than us) to solicit, or if we are acting as bid solicitation agent, we shall solicit, such bids beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of notes is greater than or equal to 98% of the product of the last reported sale price of our common stock and the conversion rate. We will determine the trading price based on the bids we receive from the bid solicitation agent. If the Trading Price Condition trading price condition has been metmet and the notes are convertible, we will so notify the holders, the Company will promptly notify the Holders of the Securities trustee and the Trusteeconversion agent (if other than the trustee) in writing. If, at any time after the Trading Price Condition trading price condition has been met, the Trading Price trading price per $1,000 in principal amount of the Securities notes is greater than or equal to 98% of the product of the Last Reported Sale Price last reported sale price of the Company’s Common Stock our common stock and the Applicable Conversion Rate conversion rate for such date, the Company we will promptly so notify the Holders of holders, the Securitiestrustee and the conversion agent (if other than the trustee) in writing. We will initially act as the bid solicitation agent.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August October 1, 20142017, a Holder may surrender its Notes for conversion during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount Original Principal Amount of Notes, as determined following a request by a Holder in accordance with the Securities procedures set forth in this Section 11.01(a)(ii), for each Trading Day of such the Measurement Period was less than 9897% of the product of the Last Reported Sale Price of the Common Stock on and the Conversion Rate for such Trading Day and Day. In connection with any conversion in accordance with this Section 11.01(a)(ii), the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount Original Principal Amount of the Securities Notes would be less than ninety eight percent (98%) 97% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of Promptly after receiving such evidence, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount Original Principal Amount of the Securities Notes for any Trading Day is greater than or equal to 9897% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect If, upon presentation of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected reasonable evidence by the Board of Directors of Holder, the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee Bid Solicitation Agent does not make such determination, then the Trading Price per $1,000 in principal amount Original Principal Amount of the Securities will Notes shall be deemed to be less than 9897% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If pursuant to the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, foregoing paragraph the Trading Price per $1,000 in principal amount Original Principal Amount of the Securities Notes is greater less than 9897% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, then the Company will shall as promptly as practicable so notify the Holders in accordance with Section 106 of the SecuritiesBase Indenture. If, at any time after the Trading Price per $1,000 Original Principal Amount of Notes is less than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate, the Trading Price per $1,000 Original Principal Amount of Notes is greater than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate then the Company shall as promptly as practicable so notify Holders in accordance with Section 106 of the Base Indenture.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior to August 1, 2014, A Holder may surrender any of its Notes for conversion into Common Stock during the five Business Day trading day period immediately after following any five ten consecutive Trading Day trading day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities Notes (as determined following a request by a Holder of the Notes in accordance with the procedures described in the Indenture) for each Trading Day day of such Measurement Period ten day period was less than 9895% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and that day multiplied by the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee shall have no obligation to determine the Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount number of the Securities would be less than ninety eight percent (98%) shares of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt issuable upon conversion of such evidence, the Company shall instruct the Trustee to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed the Notes; provided, however, that if, on the day before any conversion pursuant to be this Section 12(iv) that is on or after December 15, 2028, the Sale Price per share of the Company's Common Stock is greater than 100%, but less than 98% 120%, of the product Conversion Price, then a Holder surrendering Notes for such conversion will receive, in lieu of (a) a number of shares of Common Stock based on the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). FurthermorePrice, if the Company does not, when obligated to do so, make a request Common Stock equal to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of such Holder's Notes so surrendered, plus accrued and unpaid interest, as of the Securities Conversion Date. Any shares of Common Stock delivered will be deemed to be less than 98% valued at the greater of (x) the product of Conversion Price on the Last Reported Sale Price of Conversion Date and (y) the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported average Sale Price of the Company’s 's Common Stock for a five trading day period commencing on the third trading day after the Conversion Date. The Company will deliver such shares of Common Stock to such Holder on the ninth trading day following the Conversion Date. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. No payment or adjustment will be made for accrued and unpaid interest on a converted Note, but if any holder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the Applicable Conversion Rate for such next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will promptly notify be paid on those Notes. The number of shares issuable upon conversion of a Note is determined by dividing the Holders principal amount of the SecuritiesNote converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture.

Conversion Upon Satisfaction of Trading Price Condition. The Prior to the close of business on the Business Day immediately preceding September 15, 2019, a Holder may surrender its Securities shall be convertible prior to August 1, 2014, for conversion during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the Securities procedures set forth in this Section 12.01(a)(ii), for each Trading Day day of such Measurement Period that period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate Rate. In connection with any conversion in effect on such Trading Day (accordance with this Section 12.01(a)(ii), the “Trading Price Condition”) as determined as set forth below. The Trustee Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable applicable Conversion Rate. Upon receipt of Promptly after receiving such evidence, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging If the quotations provided by this Indenture nationally recognized securities dealers referred Company does not instruct the Bid Solicitation Agent to in determine the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount Trading Price of the Securities from a nationally recognized securities dealer selected by when obligated as provided in the Board of Directors of preceding sentence, or if the Company for gives such instruction to the purpose of Bid Solicitation Agent, and the determining the Trading Price on any Trading DayBid Solicitation Agent fails to make such determination, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such date (any such determination by the Trustee shall be conclusive absent manifest error)failure. Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine If the Trading Price of the Securitiescondition set forth above has been met, or if the Company shall so instructs notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, but at any time after the Trustee does not make such determinationTrading Price condition set forth above has been met, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less is greater than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly shall so notify the Holders of the Securities, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August December 1, 20142016, you may surrender your Notes for conversion during the five Business Day business-day period immediately after following any five consecutive Trading Day trading-day period (the “Measurement Period”) in which the Trading Price “trading price” per $1,000 principal amount of Notes, as determined following a request by a holder of Notes in accordance with the Securities procedures described below, for each Trading Day trading day of such Measurement Period five trading-day period was less than 98% of the product of the Last Reported Sale Price closing sale price of the Common Stock on our common stock for each trading day during such Trading Day five trading-day period and the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth belowthen current conversion rate. The Trustee shall have no obligation to determine the Trading Price unless the Company has requested such determination; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price “trading price” per $1,000 in principal amount of Notes on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by us for $5,000,000 principal amount of the Securities would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidenceNotes at approximately 3:30 p.m., the Company shall instruct the Trustee to determine the Trading Price of the Securities in the manner described below beginning New York City time, on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture date from two independent nationally recognized securities dealers referred to in we select, which may include one or more of the definition of “trading price.” Notwithstanding the foregoinginitial purchasers; provided that if at least two such bids cannot reasonably be obtained by us, if the Trustee but one such bid can reasonably be obtained by us, this one bid will be used. If we cannot reasonably obtain at least one bid for $1.0 million 5,000,000 principal amount of the Securities Notes from a nationally recognized securities dealer selected by or, in our reasonable judgment, the Board of Directors bid quotations are not indicative of the Company for the purpose secondary market value of the determining Notes, then, for purposes of this conversion contingency only, the Trading Price on any Trading Day, then the Trading Price trading price per $1,000 principal amount of Securities shall Notes will be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate conversion rate of the Securities and (b) Notes multiplied by the Last Reported Sale Price closing sale price of our common stock on such date (any such determination by the Trustee shall be conclusive absent manifest error)date. Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to We will determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price trading price per $1,000 in principal amount of Notes. We will have no obligation to make that determination unless a holder of Notes requests that we do so and provides reasonable evidence that the Securities then current trading price of the Notes is less than the minimum trading price threshold. If a holder provides such request, we will, within two business days thereafter, determine the trading price per $1,000 principal amount of Notes for each trading day until the minimum trading price threshold is exceeded. If we do not so obtain bids when required, the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price closing sale price of the Common Stock our common stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for applicable conversion rate on each trading day such date, the Company will promptly notify the Holders of the Securitiesfailure occurs.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible Subject to the provisions of this paragraph 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, Holders may convert Notes into Common Stock any time prior to August 1, 2014, Maturity during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount Principal Amount at Maturity of the Securities Notes for each day of such five Trading Day of such Measurement Period period was less than 98% of the product of the Last Reported Closing Sale Price and the Conversion Rate as of such Trading Day. Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to the preceding sentence, the Closing Sale Price of the Common Stock is greater than the accreted conversion price per share but less than or equal to 120% of the accreted conversion price per share, the Holders of Notes surrendered for conversion shall receive, in lieu of Common Stock based on the Conversion Rate, cash or Common Stock or a combination of cash and Common Stock, at the Company's option, with a value equal to the Issue Price plus accrued Original Issue Discount, accrued cash interest, if any, and accrued Contingent Interest, if any, as of the Conversion Date (a "Principal Value Conversion"). If a Holder surrenders its Notes for a Principal Value Conversion, the Company shall notify such Trading Holder by the second Business Day following the Conversion Date whether the Company will pay such Holder in cash, Common Stock or a combination of cash and Common Stock, and in what percentage unless the Company has already provided such notice in connection with its optional redemption of the Notes pursuant to Article XI of the Indenture and paragraphs 6 and 8 hereof. Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the accreted conversion price on the Conversion Date and the applicable Applicable Stock Price as of the Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth belowDate. The Company will then deliver such Common Stock and/or cash to such Holders surrendering Notes for conversion, no later than the third Business Day following the determination of the Applicable Stock Price. In connection with any conversion pursuant to this paragraph 9, the Trustee shall not have no any obligation to determine the Trading Price of the Notes unless the Company has requested in writing such determination; determination and shall have offered the Trustee indemnity reasonably satisfactory to it regarding such determination and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Note would be less than ninety eight percent (98%) % of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt number of shares of Common Stock issuable upon conversion of such evidenceNote. At such time, the Company shall instruct the Trustee in writing to determine the Trading Price of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities such Note is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect Rate as of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securities.

Conversion Upon Satisfaction of Trading Price Condition. The Prior to April 15, 2027, a Holder may surrender its Securities shall be convertible prior to August 1, 2014, for conversion during the five Business Day period immediately after any five 5 consecutive Trading Day period (the “Measurement Period”“) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder in accordance with the Securities procedures set forth in this Section 12.01(a)(ii), for each Trading Day of such the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on and the Applicable Conversion Rate for such Trading Day and Day. In connection with any conversion in accordance with this Section 12.01(a)(ii), the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below. The Trustee Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of Promptly after receiving such evidence, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities for any Trading Day is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect Solely for purposes of such determination shall consist determining the satisfaction of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price condition described above, the Applicable Conversion Rate on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities day will be deemed to be less than 98% of the product of (i) if the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If on the Trading Day immediately preceding such day is less than or equal to the Base Conversion Price Condition has been meton such day, the Company will promptly notify the Holders of the Securities Base Conversion Rate and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the (ii) if such Last Reported Sale Price of the Company’s Common Stock is greater than the Base Conversion Price, the Base Conversion Rate plus a number of shares equal to the product of (a) the Incremental Share Factor and (b) the difference between such Last Reported Sale Price and the Applicable Base Conversion Rate for Price, such date, the Company will promptly notify the Holders of the Securitiesdifference divided by such Last Reported Sale Price.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August 1the Close of Business on the Business Day immediately preceding April 15, 20142027, a Holder may convert its Notes during the five consecutive Business Day period immediately after any five consecutive Trading Day period (such five consecutive Trading Day period, the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of such the Measurement Period was less than ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day and Day. The condition set forth in the applicable Conversion Rate in effect on such Trading Day (preceding sentence is herein referred to as the “Trading Price Condition”.” The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 10.01(b) as determined as and the definition of Trading Price set forth belowherein. The Trustee Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination; determination in writing, and the Company shall will have no obligation to make such request (or seek bids itself) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall, or shall instruct the Trustee to Bid Solicitation Agent to, determine the Trading Price per $1,000 principal amount of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining If the Trading Price condition has been met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on any Trading DayDay after the Trading Price Condition has been met, then the Trading Price per $1,000 principal amount of Securities shall be deemed Notes is greater than or equal to be less than ninety eight percent (98% of the product of (a%) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Rate for such Trading Price Condition has been metDay, the Company will promptly so notify the Holders of Holders, the Securities Trustee and the Conversion Agent (if other than the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 ) in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securitieswriting.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August 1the Close of Business on the Business Day immediately preceding October 15, 20142025, a Holder may convert its Notes during the five consecutive Business Day period immediately after any five consecutive Trading Day period (such five consecutive Trading Day period, the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of such the Measurement Period was less than ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day and Day. The condition set forth in the applicable Conversion Rate in effect on such Trading Day (preceding sentence is herein referred to as the “Trading Price Condition”.” The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 10.01(b) as determined as and the definition of Trading Price set forth belowherein. The Trustee Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination; determination in writing, and the Company shall will have no obligation to make such request (or seek bids itself) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall, or shall instruct the Trustee to Bid Solicitation Agent to, determine the Trading Price per $1,000 principal amount of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining If the Trading Price condition has been met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on any Trading DayDay after the Trading Price Condition has been met, then the Trading Price per $1,000 principal amount of Securities shall be deemed Notes is greater than or equal to be less than ninety eight percent (98% of the product of (a%) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Rate for such Trading Price Condition has been metDay, the Company will promptly so notify the Holders of Holders, the Securities Trustee and the Conversion Agent (if other than the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 ) in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securitieswriting.

Conversion Upon Satisfaction of Trading Price Condition. The Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, Holders may surrender Securities shall be convertible prior to August 1in integral multiples of $1,000 principal amount for conversion into, 2014at the Company's election, cash, ADSs or a combination thereof, during the five (5) consecutive Business Day period Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Measurement Period”"NOTE MEASUREMENT PERIOD") in which the average Trading Price per $1,000 principal amount of the Securities for each Trading Day was equal to or less than ninety-seven percent (97%) of such the average Conversion Value (as defined below) during the Note Measurement Period was less than 98% of (such condition, the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below"TRADING PRICE CONDITION"). The Trustee Bid Solicitation Agent shall not have no any obligation to determine the Trading Price unless the Company has requested such determination; determination in writing, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be equal to or less than ninety eight ninety-seven percent (9897%) of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Trustee Bid Solicitation Agent in writing to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of the Securities shall be deemed to be less than 98% for each of the five (5) successive Trading Days immediately after the Company receives such evidence and on each Trading Day thereafter until the first Trading Day on which the Trading Price Condition is no longer satisfied. For purposes of this paragraph, the "CONVERSION VALUE" per $1,000 principal amount of Securities, on a given Trading Day, means the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Closing Sale Price on such date (any Trading Day and the Conversion Rate in effect on such determination by the Trustee shall be conclusive absent manifest error)Trading Day. Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the SecuritiesConversion Based on Redemption. A Security, or if the Company so instructs the Trusteeportion of a Security, but the Trustee does not make such determination, then the Trading Price per which has been called for Redemption pursuant to PARAGRAPH 6 may be surrendered in integral multiples of $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. Iffor conversion into, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and 's election, cash, ADSs or a combination thereof; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the Applicable Conversion Rate for such date, close of business on the Company will promptly notify third (3rd) Business Day immediately preceding the Holders of the SecuritiesRedemption Date.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall Notes may be convertible prior to August 1, 2014, surrendered for conversion into cash or cash and shares of Common Stock (if applicable) during the five consecutive Business Day period Days immediately after any five consecutive Trading Day period (such five consecutive Trading Day period, the “Note Measurement Period”) in which the Trading Price per $1,000 principal amount of the Securities Notes for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and was equal to or less than ninety eight percent (98%) of the applicable Conversion Rate in effect on Value for such Trading Day during the Note Measurement Period (such condition, the “Trading Price Condition”) as determined as set forth below). The Trustee Bid Solicitation Agent shall not have no any obligation to determine the Trading Price unless the Company has requested such determination; , and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable written evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be equal to or less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion RateValue. Upon receipt of such evidence, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities the Notes on the next Trading Day immediately after the Company receives such written evidence and on each Trading Day thereafter until the first Trading Day on which the Trading Price Condition is no longer satisfied. If the Company does not so instruct the Bid Solicitation Agent after a Holder provides the Company with reasonable written evidence that the Trading Price per $1,000 principal amount of Notes would be equal to or less than 98% of the product of the Closing Sale Price per share of Common Stock and the Conversion Rate, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of (a) the then-applicable Closing Sale Price per share of Common Stock and Conversion Rate of the Securities and (b) the Last Reported Sale Price in effect on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if that Trading Day on each Trading Day that the Company does not, when obligated fails to do so. For purposes of this paragraph, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price “Conversion Value” per $1,000 in principal amount of the Securities will be deemed to be less than 98% of Notes on a given Trading Day means the product of the Last Reported Closing Sale Price of the Common Stock on such Trading Day and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for in effect on such date, the Company will promptly notify the Holders of the SecuritiesTrading Day.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior Prior to August 1the Close of Business on the Business Day immediately preceding April 15, 20142022, a Holder may convert its Notes during the five (5) consecutive Business Day period immediately after any five (5) consecutive Trading Day period (the five consecutive Trading Day period, the “Measurement Period”) ), in which the Trading Price per $1,000 principal amount of the Securities Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of such the Measurement Period was less than ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such Trading Day and Day. The condition set forth in the applicable Conversion Rate in effect on such Trading Day (preceding sentence is herein referred to as the “Trading Price Condition”.” The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this ‎Section 10.01(b)(ii) as determined as and the definition of Trading Price set forth belowherein. The Trustee Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination; determination in writing, and the Company shall will have no obligation to make such request (or seek bids itself) unless a Holder of at least $1.0 million aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall, or shall instruct the Trustee to Bid Solicitation Agent to, determine the Trading Price per $1,000 principal amount of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to ninety eight percent (98% %) of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining If the Trading Price Condition has been met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, on any Trading DayDay after the Trading Price Condition has been met, then the Trading Price per $1,000 principal amount of Securities shall be deemed Notes is greater than or equal to be less than ninety eight percent (98% of the product of (a%) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee shall be conclusive absent manifest error). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Rate for such Trading Price Condition has been metDay, the Company will promptly so notify the Holders of Holders, the Securities Trustee and the Conversion Agent (if other than the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 ) in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securitieswriting.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible prior to August 1, 2014, during During the five (5) Business Day period immediately after any five ten (10) consecutive Trading Day period (the “Trading Price Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the Securities procedures set forth in this Section 10.01(2), for each day in the Trading Day of such Price Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on (such Trading Day (condition, the “Trading Price Condition”) as determined as set forth below). The Trustee In connection with any conversion in accordance with this Section 10.01(2), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company has requested such determinationCompany; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities Notes would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities in the manner described below Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable applicable Conversion Rate. The Trustee’s sole duty in respect of such determination Whenever the Notes shall consist of requesting and receiving and, if applicable, averaging the quotations provided by become convertible pursuant to this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee canSection 10.01(2) (which shall not reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) case unless the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by the Trustee Bid Solicitation Agent shall be conclusive absent manifest errorhave made that determination). Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs the Trustee, but the Trustee does not make such determination, then the Trading Price per $1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly shall notify all Holders, the Holders of the Securities Trustee and the TrusteeConversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities Notes is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable applicable Conversion Rate for such dateRate, the Company will promptly shall so notify all Holders, the Holders of Trustee and the SecuritiesConversion Agent.

Conversion Upon Satisfaction of Trading Price Condition. The Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, Holders may surrender Securities shall be convertible prior to August 1in integral multiples of US$1,000 principal amount for conversion into, 2014at the Company's election, cash, ADSs or a combination thereof, during the five (5) consecutive Business Day period Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Measurement Period”"NOTE MEASUREMENT PERIOD") in which the average Trading Price per $US$1,000 principal amount of the Securities for each Trading Day was equal to or less than ninety-seven percent (97%) of such the average Conversion Value (as defined below) during the Note Measurement Period was less than 98% of (such condition, the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day (the “Trading Price Condition”) as determined as set forth below"TRADING PRICE CONDITION"). The Trustee Bid Solicitation Agent shall not have no any obligation to determine the Trading Price unless the Company has requested such determination; determination in writing, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $US$1,000 in principal amount of the Securities would be equal to or less than ninety eight ninety-seven percent (9897%) of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Trustee Bid Solicitation Agent in writing to determine the Trading Price of the Securities in the manner described below beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $US$1,000 in principal amount of the Securities for each of the five (5) successive Trading Days immediately after the Company receives such evidence and on each Trading Day thereafter until the first Trading Day on which the Trading Price Condition is greater than or equal to 98% no longer satisfied. For purposes of this paragraph, the "CONVERSION VALUE" per US$1,000 principal amount of Securities, on a given Trading Day, means the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. The Trustee’s sole duty in respect of such determination shall consist of requesting and receiving and, if applicable, averaging the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors of the Company for the purpose of the determining the Trading Price on any Trading Day, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Closing Sale Price on such date (any Trading Day and the Conversion Rate in effect on such determination by the Trustee shall be conclusive absent manifest error)Trading Day. Furthermore, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the SecuritiesConversion Based on Redemption. A Security, or if the Company so instructs the Trusteeportion of a Security, but the Trustee does not make such determination, then the Trading Price per $which has been called for Redemption pursuant to PARAGRAPH 6 may be surrendered in integral multiples of US$1,000 in principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. Iffor conversion into, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and 's election, cash, ADSs or a combination thereof; provided, however, that such Security or portion thereof may be surrendered for conversion pursuant to this paragraph only until the Applicable Conversion Rate for such date, close of business on the Company will promptly notify third (3rd) Business Day immediately preceding the Holders of the SecuritiesRedemption Date.

Conversion Upon Satisfaction of Trading Price Condition. The Securities shall be convertible A holder may surrender any of its Convertible Subordinated Notes for conversion into Common Stock prior to August 1, 2014, the Maturity Date during the five Business Day period business days immediately after following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount (as determined following a request by a holder of the Securities Convertible Subordinated Notes in accordance with the definition of Trading Price and the procedures described below) for each Trading Day day of such Measurement Period that period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the then applicable Conversion Rate of such Convertible Subordinated Notes on each such day; provided, however, that a holder may not convert Convertible Subordinated Notes in effect reliance on such this Section 12.01(b) after July 15, 2018 if on any Trading Day (during such five consecutive Trading Day period the “Last Reported Sale Price of Common Stock was between the then current Conversion Price and 120% of the Conversion Price. The Company shall determine whether the Convertible Subordinated Notes may be converted pursuant to Section 12.01(b) based on Trading Price Condition”) as determined as set forth belowPrices provided by the Trustee. The Company shall provide the Trustee with the names of three independent nationally recognized securities dealers to be used for determining the Trading Price. The Trustee (or other Conversion Agent appointed by the Company) shall have no obligation to determine the Trading Price under this Section 12.01(b) unless and until the Company has requested such a determination; and the Company shall have no obligation to make such request unless a Holder holder of Convertible Subordinated Notes provides the Company it with reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than ninety eight percent (98%) % of the product of the Last Reported Sale Price of the Common Stock and the Applicable then current Conversion Rate. Upon receipt of If such evidenceevidence is provided, the Company shall instruct a Trust Officer of the Trustee (or other Conversion Agent) to determine the Trading Price of the Securities in the manner described below Convertible Subordinated Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 in principal amount of the Securities is greater than or equal to 98% of the product of the Last Reported Sale Price and the then current Conversion Rate; provided that, except for the determination of the Common Stock and Trading Prices, the Applicable Conversion RateTrustee shall be under no duty or obligation to make the calculations described in this Section 12.01(b) or to determine whether the Convertible Subordinated Notes are convertible pursuant to this section. The Trustee’s Trustee shall be entitled at its sole duty in respect of such determination shall consist of requesting discretion to consult with the Company and receiving and, if applicable, averaging to request the quotations provided by this Indenture nationally recognized securities dealers referred to in the definition of “trading price.” Notwithstanding the foregoing, if the Trustee cannot reasonably obtain at least one bid for $1.0 million principal amount of the Securities from a nationally recognized securities dealer selected by the Board of Directors assistance of the Company for in connection with the purpose Trustee's duties and obligations pursuant to this Section 12.01(b) (including without limitation the calculation or determination of the determining the Trading Price on any Trading DayConversion Rate, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 98% of the product of (a) the then-applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price on such date (any such determination by and the Trustee shall be conclusive absent manifest errorTrading Price). Furthermore, and the Company agrees, if the Company does not, when obligated to do so, make a request to the Trustee to determine the Trading Price of the Securities, or if the Company so instructs requested by the Trustee, but to cooperate with, and provide assistance to, the Trustee does not make such determination, then in carrying out its duties under this Section 12.01(b); provided that nothing herein shall be construed to relieve the Trading Price per $1,000 in principal amount Trustee of the Securities will be deemed its duties pursuant to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Applicable Conversion Rate. If the Trading Price Condition has been met, the Company will promptly notify the Holders of the Securities and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 in principal amount of the Securities is greater than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Applicable Conversion Rate for such date, the Company will promptly notify the Holders of the Securitiesthis Section 12.01(b).