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

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven percent (97%) of the average Conversion Value during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have 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 of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) of the product of the Closing Sale Price and the Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the The Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven percent (97%) of the average Conversion Value per $1,000 principal amount of Securities (as defined below) during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have 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 of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) of the product of the Closing Sale Price and the Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the close of business on the second Business Day immediately preceding the Maturity Date or and subject to earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Changerepurchase pursuant to Article III, the Securities Notes may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities Notes was equal to or less than ninety ninety-seven percent (97%) of the average Conversion Value per $1,000 principal amount of Notes during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price unless the Company has requested such determinationdetermination in a Company Order, and the Company shall have no obligation to make such request unless a Holder of at least one $1.0 million dollars ($1,000,000) in aggregate principal amount of the Securities Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities Notes would be equal to or less than ninety ninety-seven percent (97%) of the product Conversion Value per $1,000 principal amount of the Closing Sale Price and the Conversion RateNotes on that Trading Day. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent in a Company Order to determine the Trading Price per $1,000 principal amount of the Securities Notes 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. The Bid Solicitation Agent will have no liability for the accuracy, sufficiency or availability of information it obtains or fails to obtain at the Company’s request, including any bid quotation or Trading Price with respect to the Notes. For purposes of this paragraph, the “Conversion Value” per $1,000 principal amount of SecuritiesNotes, on a given Trading Day, means the product of the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the The Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven percent (97%) of the average Conversion Value per $1,000 principal amount of Securities (as defined below) during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have 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 of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) of the product Conversion Value per $1,000 principal amount of the Closing Sale Price and the Conversion RateSecurities. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date November 15, 2025 or earlier Redemptionredemption, Purchase at Holder’s Option repurchase on a Repurchase Date or Repurchase Upon Fundamental Change, the Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock Stock, cash or a combination thereof, at the Company’s election, as set forth in Section 10.02, during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven eight percent (9798%) of the average Conversion Value per $1,000 principal amount of Securities during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price of the Securities unless the Company has requested such determination, and the Company shall have no obligation to make such request unless a Holder of at least one five million dollars ($1,000,0005,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven eight percent (9798%) of the product of the Closing Sale Price and the Conversion RateValue per $1,000 principal amount of Securities. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier RedemptionAugust 1, Purchase at Holder’s Option or Repurchase Upon Fundamental Change2029, the Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately Day period after any five ten (510) consecutive Trading Day period (such five ten (510) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of Securities, as determined following a request by a Holder of Securities in accordance with the Securities procedures set forth in the immediately following paragraph, for each Trading Day of such Measurement Period was equal to or less than ninety seven five percent (9795%) of the average product of the Last Reported Sale Price per share of the Common Stock and the Conversion Value during the Note Measurement Period Rate on each such Trading Day (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have any no obligation to determine the Trading Price of the Securities unless the Company has requested such determination, ; and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven five percent (9795%) of the product of the Closing Last Reported Sale Price per share of the Common Stock and the applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities for each is greater than or equal to ninety five percent (95%) of the five (5) successive Trading Days immediately after product of the Company receives such evidence Last Reported Sale Price per share of the Common Stock and on each Trading Day thereafter until the first Trading Day on which applicable Conversion Rate. If the Trading Price Condition is no longer has been satisfied. For purposes of this paragraph, the “Conversion Value” Company shall so notify Holders. If, at any time after the Trading Price Condition has been satisfied, the Trading Price per $1,000 principal amount of Securities, Securities on a given Trading Day, means Day is equal to or greater than ninety five percent (95%) of the product of the Closing Last Reported Sale Price on such Trading Day per share of the Common Stock and the applicable Conversion Rate in effect on for such Trading Day, then the Company shall so notify Holders.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the A Holder may surrender its Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately Trading Day period after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per One Thousand Dollars ($1,000 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 the Measurement Period was equal to or less than ninety seven eight percent (9798%) of the average product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Value during the Note Measurement Period (Rate for such conditionTrading Day. In connection with any exchange in accordance with this Section 12.01(a)(ii), the “Trading Price Condition”). The Bid Solicitation Agent Trustee shall not have any no obligation to determine the Trading Price of the Securities unless requested by the Company has requested such determination, Company; and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per One Thousand Dollars ($1,000 1,000) principal amount of the Securities would be equal to or less than ninety seven eight percent (9798%) of the product of the Closing 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 Bid Solicitation Agent Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per One Thousand Dollars ($1,000 1,000) principal amount of the Securities for each of the five (5) successive Trading Days immediately after the Company receives such evidence and on each any Trading Day thereafter until the first Trading Day on which the Trading Price Condition is no longer satisfied. For purposes greater than or equal to ninety eight percent (98%) of this paragraph, the “Conversion Value” per $1,000 principal amount of Securities, on a given Trading Day, means the product of the Closing Last Reported Sale Price on such Trading Day of the Common Stock and the applicable Conversion Rate in effect on such Trading DayRate.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the The Securities may be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs -44- during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”"NOTE MEASUREMENT PERIOD") in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven percent (97%) of the average Conversion Value (as defined below) during the Note Measurement Period (such condition, the “Trading Price Condition”"TRADING PRICE CONDITION"). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) of the product of the Closing Sale Price and the Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 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 no longer satisfied. For purposes of this paragraph, the “Conversion Value” "CONVERSION VALUE" per $1,000 principal amount of Securities, on a given Trading Day, means the product of the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date November 15, 2025 or earlier Redemptionredemption, Purchase at Holder’s Option repurchase on a Repurchase Date or Repurchase Upon Fundamental Change, the Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock Stock, cash or a combination thereof, at the Guarantor’s election, as set forth in Section 10.02, during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven eight percent (9798%) of the average Conversion Value per $1,000 principal amount of Securities during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price of the Securities unless the Company has requested such determination, and the Company shall have no obligation to make such request unless a Holder of at least one five million dollars ($1,000,0005,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven eight percent (9798%) of the product of the Closing Sale Price and the Conversion RateValue per $1,000 principal amount of Securities. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier RedemptionDecember 1, Purchase at Holder’s Option or Repurchase Upon Fundamental Change2011, the a Holder may surrender its Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately Day period after any five (5) 10 consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average 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 the Measurement Period was equal to or less than ninety seven percent (97%) 95% of the average product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Value during the Note Measurement Period (Rate for such conditionTrading Day. In connection with any conversion in accordance with this Section 12.01(a)(ii), the “Trading Price Condition”). The Bid Solicitation Agent shall not have any no obligation to determine the Trading Price of the Securities unless requested by the Company has requested such determination, Company; and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) 95% of the product of the Closing 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 Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities for each of the five (5) successive Trading Days immediately after the Company receives such evidence and on each any Trading Day thereafter until the first Trading Day on which the Trading Price Condition is no longer satisfied. For purposes greater than or equal to 95% of this paragraph, the “Conversion Value” per $1,000 principal amount of Securities, on a given Trading Day, means the product of the Closing Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Solely for purposes of determining the satisfaction of the Trading Price condition described above, the Applicable Conversion Rate on any day will be determined as if the Applicable Stock Price were the Last Reported Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Dayday.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the Securities A holder may be surrendered surrender any of its notes for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days business days immediately after following any five (5) consecutive Trading Day five-consecutive-trading-day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price 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 below) for each day of that period was equal to or less than ninety seven percent (97%) 98% of the average Conversion Value during product of the Note Measurement Period (closing sale price of our common stock and the applicable conversion rate of the notes on each such condition, the “Trading Price Condition”)day. The Bid Solicitation Agent "trading price" of the notes on any date of determination means the average of the secondary market bid quotations obtained by the bid solicitation agent for $5.0 million aggregate principal amount of the notes at approximately 3:30 p.m., New York City time, on the determination date from three independent nationally recognized securities dealers we select, provided that if: • three such bids cannot reasonably be obtained by the bid solicitation agent, but two such bids are obtained, then the average of the two bids shall not be used, and • only one such bid can reasonably be obtained by the bid solicitation agent, that one bid shall be used; 5 provided further if no bids are received, then for purposes of determining whether the trading price condition has been met the trading price per $1,000 principal amount of the notes will be deemed to be less than 98% of the product of the closing sale price of our common stock and the applicable conversion rate of the notes on that day. The trustee will have any no obligation to determine the Trading Price trading price of the notes as described in this section unless the Company has we have requested such determination, ; and the Company we shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities holder provides the Company us with reasonable evidence that the Trading Price trading price per $1,000 principal amount of the Securities notes would be equal to or less than ninety seven percent (97%) 98% of the product of the Closing Sale Price closing sale price of our common stock and the Conversion Rateapplicable conversion rate of the notes on that day. Upon receipt of At such evidencetime, the Company shall we will instruct the Bid Solicitation Agent trustee to determine the Trading Price trading price of the notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of the Securities for each notes is greater than or equal to 98% 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 the Closing Sale Price on such Trading Day closing price of our common stock and the Conversion Rate in effect on such Trading Dayapplicable conversion rate of the notes.

Conversion Upon Satisfaction of Trading Price Condition. Prior to the Maturity Date or earlier RedemptionOctober 1, Purchase at Holder’s Option or Repurchase Upon Fundamental Change2014, the Securities a Holder may be surrendered surrender its Notes for conversion into cash and, if applicable, shares of Common Stock during the five (5) consecutive Business Days immediately Day period after any five (5) 10 consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average 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 the Measurement Period was equal to or less than ninety seven percent (97%) % of the average product of the Last Reported Sale Price of the Common Stock and the Conversion Value during the Note Measurement Period (Rate for such conditionTrading Day. In connection with any conversion in accordance with this Section 11.01(a)(ii), the “Trading Price Condition”). The Bid Solicitation Agent shall not have any no obligation to determine the Trading Price of the Notes unless requested by the Company has requested such determination, Company; and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities Notes would be equal to or less than ninety seven percent (97%) % of the product of the Closing Last Reported Sale Price of the Common Stock and the Conversion Rate. Upon receipt of Promptly after receiving such evidence, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities Notes for each any Trading Day is greater than or equal to 97% of the five (5) successive Trading Days immediately after product of the Company receives Last Reported Sale Price of the Common Stock and the Conversion Rate. If, upon presentation of such reasonable evidence and on each Trading Day thereafter until by the first Trading Day on which Holder, the Bid Solicitation Agent does not make such determination, then 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 Notes shall be deemed to be less than 97% of the product of the Closing Last Reported Sale Price on such of the Common Stock and the Conversion Rate. If pursuant to the foregoing paragraph the Trading Day 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 then the Company shall as promptly as practicable so notify the Holders in effect on such accordance with Section 106 of the Base Indenture. If, at any time after the Trading DayPrice 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. Prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the The Securities may be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”"NOTE MEASUREMENT PERIOD") in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven percent (97%) of the average Conversion Value (as defined below) during the Note Measurement Period (such condition, the “Trading Price "TRADING PRICE Condition”"). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven percent (97%) of the product of the Closing Sale Price and the Conversion Rate. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 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 no longer satisfied. For purposes of this paragraph, the “Conversion Value” "CONVERSION VALUE" per $1,000 principal amount of Securities, on a given Trading Day, means the product of the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.

Conversion Upon Satisfaction of Trading Price Condition. Prior to During the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock during the five ten (510) consecutive Business Days immediately Day period after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Trading Price Measurement Period”) in which the average 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 Price Measurement Period was equal to or less than ninety seven percent (97%) 98% of the average product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Value during the Note Measurement Period (such conditionRate. In connection with any conversion in accordance with this Section 10.01(2), the “Trading Price Condition”). The Bid Solicitation Agent shall not have any no obligation to determine the Trading Price of the Notes unless requested by the Company has requested such determination, Company; and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities Notes would be equal to or less than ninety seven percent (97%) 98% of the product of the Closing Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Upon receipt of At such evidencetime, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Securities for each Notes is greater than or equal to 98% 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 the Closing Last Reported Sale Price on such Trading Day of the Common Stock and the applicable Conversion Rate. Whenever the Notes shall become convertible pursuant to this Section 10.01(2), the Company shall notify all Noteholders, the Trustee and the Conversion Rate in effect 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 such Trading Day.its website;

Conversion Upon Satisfaction of Trading Price Condition. Prior Subject to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, the Holders may surrender Securities may be surrendered in integral multiples of $1,000 principal amount for conversion into cash andor, if applicableat the Company’s option, cash and shares of Common Stock during the five (5) consecutive Business Days immediately after any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”) in which the average Trading Price per $1,000 principal amount of the Securities was equal to or less than ninety seven eight percent (9798%) of the average Conversion Value (as defined below) during the Note Measurement Period (such condition, the “Trading Price Condition”). The Bid Solicitation Agent shall not have any obligation to determine the Trading Price unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request unless a Holder of at least one million dollars ($1,000,000) in aggregate principal amount of the Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Securities would be equal to or less than ninety seven eight percent (9798%) of the product of the Closing Sale Price and the Conversion RateValue. Upon receipt of such evidence, the Company shall instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 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 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 the Closing Sale Price on such Trading Day and the Conversion Rate in effect on such Trading Day.