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

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities may be surrendered for conversion in integral multiples of $1,000 Original Principal Amount any time during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount of the Securities for each day of such five Trading Day period was less than 96% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a), the Closing Sale Price of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities 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 Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, 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 Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion pursuant to this Section 11.06, the Trustee 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 provides the Company with reasonable evidence that the Trading Price per Security would be less than 96% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such Security. At such time, the Company shall instruct the 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 such Security is greater than or equal to 96% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price).

Conversion Upon Satisfaction of Trading Price Condition. (aA) A Holder may surrender its Securities may be surrendered for conversion in integral multiples of $1,000 Original Principal Amount any time into the Company’s Common Stock during the five Business Day period after Days immediately following any five consecutive Trading Trading-Day period in which the Trading Price per $1,000 Original Principal Amount principal amount of Securities (as determined following a request by a Holder of the Securities in accordance with the procedures described below) for each day of such five Trading Day that period was less than 9697% of the product of the Closing Sale Price sale price of the Company’s Common Stock and the Conversion Rate as of such then applicable conversion rate (the “97% Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock PriceException”). (b) Notwithstanding the foregoing; provided, however, that if, on the day prior to date of any conversion of the Securities pursuant to Section 11.06(a)the 97% Trading Exception that is on or after May 16, 2018, the Closing Sale Price sale price of the Company’s Common Stock is greater than the Effective applicable Conversion Price but less than or equal to 125% for the Securities, then the Holder shall receive upon conversion of the Base Conversion Price, the Holders of Securities surrendered for conversion shall receiveSecurities, in lieu of Common Stock based on the Conversion Ratethen applicable conversion rate for the Holder’s Securities, cash or cash, Common Stock or a combination of cash and Common Stock, at the Company's ’s option, with a value equal to the Accreted Principal Amount principal amount of Securities the Holder’s Security plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, if any, as of the Conversion Date (conversion date, which is referred to as a "Principal Value Conversion"). “principal value conversion.” If a the Holder surrenders its Securities for conversion and it is a Principal Value Conversionprincipal value conversion, the Company shall notify such the Holder by the second Trading Day following the Conversion Date date of conversion whether the Company will shall pay such the Holder all or a portion of the Accreted Principal Amount principal amount plus accrued and unpaid Contingent Interest and Liquidated Damagesinterest, 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 will principal value conversion shall be valued at the greater of the Effective then applicable Conversion Price on the Conversion Date conversion date and the Applicable Stock Price as of sale price on the Conversion Datethird Trading Day after the conversion date. The Company will shall pay such the Holder any portion of the Accreted Principal Amount principal amount plus accrued and unpaid Contingent Interest and Liquidated Damagesinterest, if any, to be paid in cash and deliver Common Stock with on the third Trading Day after the conversion date. With respect to any portion of the Accreted Principal Amount principal amount plus accrued and unpaid Contingent Interest and Liquidated Damagesinterest, if any, to be paid in Common Stock, no later than the third Business Company shall deliver the Common Stock to the Holder on the fifth Trading Day following the determination of the Applicable Stock Priceconversion date. (cB) In connection with any conversion pursuant to this Section 11.06upon satisfaction of the condition set forth in clause (A) above, the Trustee shall not have any no obligation to determine the Trading Price of the Securities unless the Company has requested such determination determination, and the Company shall have no obligation to make such request unless a the Holder provides the Company with reasonable evidence that the Trading Price per Security $1,000 principal amount of the Securities would be less than 9697% of the product of the Closing Sale Price sale price of the Company’s Common Stock and the number of shares of Common Stock issuable upon then applicable conversion of such Security. At such time, rate; at which time the Company shall instruct the 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 such Security trading price is greater than or equal to 9697% of the product of the Closing Sale Price sale price of the Company’s Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price)then applicable conversion rate.

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities Prior to the Close of Business on the Business Day immediately preceding October 15, 2025, a Holder may be surrendered for conversion in integral multiples of $1,000 Original Principal Amount any time 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 Original Principal Amount principal amount of the Securities Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each day of such five Trading Day period of the Measurement Period was less than 96% ninety eight percent (98%) of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a), the Closing Last Reported Sale Price of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities surrendered for conversion shall receive, in lieu of Common Stock based on and the Conversion Rate, cash or Common Stock or a combination of cash and Common Stock, at Rate on such Trading Day. The condition set forth in the Company's option, with a value equal preceding sentence is herein referred to as the Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, if any, as of the Conversion Date (a "Principal Value Conversion"). If a Holder surrenders its Securities for a Principal Value Conversion, the Company “Trading Price Condition.” The Trading Price shall notify such Holder be determined by the second Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion Bid Solicitation Agent pursuant to this Section 11.06, 10.01(b) and the Trustee definition of Trading Price set forth herein. The Bid Solicitation Agent (if other than the Company) shall not have any no obligation to determine the Trading Price per $1,000 principal amount of the Securities Notes unless the Company has requested such 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 Security $1,000 principal amount of the Notes would be less than 96% ninety eight percent (98%) of the product of the Closing Last Reported Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such SecurityConversion Rate. At such time, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per such Security $1,000 principal amount of the Notes is greater than or equal to 96% ninety eight percent (98%) of the product of the Closing Last Reported Sale Price of the Common Stock and the Conversion Rate. 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 Day after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of 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 Conversion Rate as of for such Trading Day Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (determined based on such Closing Sale Price rather if other than the Applicable Stock Price)Trustee) in writing.

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities may be surrendered for conversion into Common Stock, in integral multiples of $1,000 Original Principal Amount any time during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount of the Securities for each day of such five Trading Day period was less than 9695% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to date of any conversion pursuant to Section 11.06(a)12.06(a) that is on or after June 9, 2018, the Closing Sale Price of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities 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 Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, 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 Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company Date and will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, delivered no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion pursuant to this Section 11.0612.06, the Trustee 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 Securities. If a Holder provides the Company Issuer with reasonable evidence that the Trading Price per Security would be less than 9695% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Conversion Rate then in effect (determined based on such Closing Sale Price rather than the Applicable Stock issuable upon conversion of such Security. At such timePrice), the Company Issuer shall instruct the 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 such Security is greater than or equal to 9695% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price).

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities 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 be surrendered for conversion in integral multiples of $1,000 Original Principal Amount convert Notes into Common Stock any time prior to Maturity during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount at Maturity of the Securities Notes for each day of such five Trading Day period was less than 9698% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Day. Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a)the preceding sentence, the Closing Sale Price of the Common Stock is greater than the Effective Conversion Price accreted conversion price per share but less than or equal to 125120% of the Base Conversion Priceaccreted conversion price per share, the Holders of Securities 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 Accreted Principal Amount of Securities Issue Price plus accrued and unpaid Original Issue Discount, accrued cash interest, if any, including and accrued Contingent Interest and Liquidated DamagesInterest, if any, as of the Conversion Date (a "Principal Value Conversion"). If a Holder surrenders its Securities Notes for a Principal Value Conversion, the Company shall notify such Holder by the second Trading Business Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, in cash, Common Stock or a combination of cash and Common Stock, and in what percentagepercentage 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 Effective Conversion Price accreted conversion price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company will pay then deliver such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect and/or cash to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stocksuch Holders surrendering Notes for conversion, no later than the third Business Day following the determination of the Applicable Stock Price. (c) . In connection with any conversion pursuant to this Section 11.06paragraph 9, the Trustee shall not have any obligation to determine the Trading Price of the Securities Notes unless the Company has requested in writing such 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 Security Note would be less than 9698% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such SecurityNote. At such time, the Company shall instruct the Trustee in writing to determine the Trading Price of the Securities Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per such Security Note is greater than or equal to 9698% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price)Day.

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities A Holder may be surrendered surrender any of its Notes for conversion in integral multiples of $1,000 Original Principal Amount any time into Common Stock during the five Business Day trading day period after immediately following any five ten consecutive Trading Day trading day period in which the Trading Price per $1,000 Original Principal Amount 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 day of such five Trading Day ten day period was less than 9695% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a), the Closing Sale Price per share of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities 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 Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, 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 that day multiplied by the second Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion pursuant to this Section 11.06, the Trustee 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 provides the Company with reasonable evidence that the Trading Price per Security would be less than 96% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such Security. At such time$1,000 principal amount of the Notes; provided, however, that if, on the day before any conversion pursuant to this Section 12(iv) that is on or after December 15, 2028, the Company shall instruct the Trustee to determine the Trading Sale Price per share of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per such Security Company's Common Stock is greater than or 100%, but less than 120%, of the Conversion Price, then a Holder surrendering Notes for such conversion will receive, in lieu of a number of shares of Common Stock based on the Conversion Price, Common Stock equal to 96% the principal amount of such Holder's Notes so surrendered, plus accrued and unpaid interest, as of the product Conversion Date. Any shares of Common Stock delivered will be valued at the Closing greater of (x) the Conversion Price on the Conversion Date and (y) the average Sale Price of the Company'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 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 be paid on those Notes. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount of the Note converted by the Conversion Rate as 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 Trading Day (determined based on holder to require the Company to purchase such Closing Sale Price rather than Note may be converted only if the Applicable Stock Price)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. (a) Securities 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 be surrendered surrender for conversion in integral multiples of $1,000 Original Principal Amount Securities any time prior to Maturity if during the five Business Day period after any five consecutive Trading Day period in which period, the Trading Price per $1,000 Original Principal Amount at Maturity of the Securities for each day of such five Trading Day period was less than 9698% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Day. Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a)the preceding sentence, the Closing Sale Price of the Common Stock is greater than the Effective Conversion Price accreted conversion price per share but less than or equal to 125120% of the Base Conversion Priceaccreted conversion price per share upon any such conversion, the Holders of Securities surrendered for conversion shall receive, in lieu of Common Stock based on receive cash equal to the Conversion Rate, 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 the Accreted Principal Amount of Securities plus accrued and unpaid cash interest, if any, including Contingent Interest and Liquidated Damages, 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 Trading Business Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price accreted conversion price on 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 following such date of determination. The Company will pay then deliver such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect and/or cash to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, such Holders surrendering Securities for conversion no later than the third Business Day following the determination of the Applicable Stock Price. (c) . In connection with any conversion pursuant to this Section 11.06paragraph 9, the Trustee shall not have any obligation to determine the Trading Price of the Securities unless Securities, provided that the Company has requested may request the Trustee to direct the Bid Solicitation Agent to make such 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 Security would be less than 9698% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such Security. 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 foregoing procedures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per such Security is greater than or equal to 9698% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price)Day.

Conversion Upon Satisfaction of Trading Price Condition. (a) Securities may be surrendered for conversion in integral multiples of $1,000 Original Principal Amount any time during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount of the Securities for each day of such five Trading Day period was less than 9698% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to date of any conversion pursuant to Section 11.06(a)11.06(a)on or after May 1, 2028, the Closing Sale Price of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities 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 Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, 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 Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion Date. The Company will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion pursuant to this Section 11.06, the Trustee Calculation 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 provides the Company with reasonable evidence that the Trading Price per Security would be less than 9698% of the product of the Closing Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of such Security. At such time, the Company shall instruct the Trustee Calculation 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 such Security is greater than or equal to 9698% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price).

Conversion Upon Satisfaction of Trading Price Condition. (a) Prior to April 15, 2027, a Holder may surrender its Securities may be surrendered for conversion in integral multiples of $1,000 Original Principal Amount any time during the five Business Day period after any five 5 consecutive Trading Day period (the “Measurement Period“) in which the Trading Price per $1,000 Original Principal Amount principal amount of Securities, as determined following a request by a Holder in accordance with the procedures set forth in this Section 12.01(a)(ii), for each Trading Day of the Securities for each day of such five Trading Day period Measurement Period was less than 9698% of the product of the Closing Sale Price and the Conversion Rate as of such Trading Day (determined based on such Closing Sale Price rather than the Applicable Stock Price). (b) Notwithstanding the foregoing, if, on the day prior to any conversion pursuant to Section 11.06(a), the Closing Last Reported Sale Price of the Common Stock is greater than the Effective Conversion Price but less than or equal to 125% of the Base Conversion Price, the Holders of Securities 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 Accreted Principal Amount of Securities plus accrued and unpaid interest, if any, including Contingent Interest and Liquidated Damages, 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 Trading Day following the Conversion Date whether the Company will pay such Holder all or a portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, 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 will be valued at the greater of the Effective Conversion Price on the Conversion Date and the Applicable Stock Price as of the Conversion DateRate for such Trading Day. The Company will pay such Holder any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in cash and deliver Common Stock with respect to any portion of the Accreted Principal Amount plus accrued and unpaid Contingent Interest and Liquidated Damages, if any, to be paid in Common Stock, no later than the third Business Day following the determination of the Applicable Stock Price. (c) In connection with any conversion pursuant to in accordance with this Section 11.0612.01(a)(ii), the Trustee 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 provides the Company with reasonable evidence that the Trading Price per Security $1,000 principal amount of Securities would be less than 9698% of the product of the Closing Last Reported Sale Price of the Common Stock and the number of shares of Common Stock issuable upon conversion of Applicable Conversion Rate. Promptly after receiving such Security. At such timeevidence, the Company shall instruct the Trustee 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 such Security $1,000 principal amount of Securities for any Trading Day is greater than or equal to 9698% of 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 as on any day will be (i) if the Last Reported Sale Price of such the Common Stock on the Trading Day (determined based immediately preceding such day is less than or equal to the Base Conversion Price on such Closing day, the Base Conversion Rate and (ii) if such Last Reported Sale Price rather of the Common Stock is greater than the Applicable Stock 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 Base Conversion Price, such difference divided by such Last Reported Sale Price.