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

Conversion Upon Satisfaction of Trading Price Condition. A Holder may surrender any of its Notes for conversion during the five consecutive Trading Day period following any five consecutive Trading Days in which the Trading Price per $1,000 principal amount of Notes (as determined following a reasonable request by a Holder of the Notes) was less than 98% of the product of the Closing Sale Price of the Common Shares multiplied by the Conversion Rate. The Trustee shall have no obligation to determine the Trading Price of the Notes unless the Company shall have requested such determination, and the Company shall have no obligation to make such request unless a Holder provides the Company with written reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Closing Sale Price of the Common Shares and the Conversion Rate, whereupon the Company shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price is greater than or equal to 98% of the product of the Closing Sale Price of the Common Shares and the Conversion Rate. Notwithstanding anything to the contrary in this Twelfth Supplemental Indenture (including, but not limited to, the definition of Trading Price or this Section 2.11 hereof), the sole method by which the Trustee shall determine the Trading Price shall be by the appointment by the Trustee, at the cost and expense of the Company, of a bid solicitation agent that shall be an independent nationally recognized investment banking firm to determine the Trading Price as required by this Twelfth Supplemental Indenture. Such bid solicitation agent shall perform all functions and duties that may be required of the Trustee herein in connection with or related to the determination of a Trading Price. So long as the Trustee has exercised reasonable care in the appointment of such bid solicitation agent, the Trustee shall not be liable for any negligent acts or omissions, or misconduct, of such bid solicitation agent.

Conversion Upon Satisfaction of Trading Price Condition. A Holder may surrender any of its Notes for conversion during During the five (5) Business Day period after any ten (10) consecutive Trading Day period following any five consecutive (the “Trading Days Price Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes (Notes, as determined following a reasonable request by a Holder of in accordance with the Notes) procedures set forth in this Section 10.01(2), for each day in the Trading Price Measurement Period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Shares multiplied by Stock and the applicable Conversion RateRate (such condition, the “Trading Price Condition”). 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 shall have requested such determination, Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with written reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Closing Last Reported Sale Price of the Common Shares Stock and the applicable Conversion Rate. At such time, whereupon the Company shall instruct the Trustee 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 Notes is greater than or equal to 98% of the product of the Closing Last Reported Sale Price of the Common Shares Stock and the applicable Conversion Rate. Whenever the Notes shall become convertible pursuant to this Section 10.01(2) (which shall not be deemed to be the case unless the Bid Solicitation Agent shall have made that determination), the Company shall notify all Holders, the Trustee and the Conversion Rate. Notwithstanding anything to the contrary in this Twelfth Supplemental Indenture (includingAgent promptly and, but not limited tosimultaneously with providing such notice, the definition of Trading Price or Company shall issue a press release containing the relevant information and make this Section 2.11 hereof)information available on its website. If, the sole method by which the Trustee shall determine at any time after the Trading Price shall be by the appointment by the TrusteeCondition has been met, at the cost and expense of the Company, of a bid solicitation agent that shall be an independent nationally recognized investment banking firm to determine the Trading Price as required by this Twelfth Supplemental Indenture. Such bid solicitation agent shall perform all functions and duties that may be required per $1,000 principal amount of Notes is greater than 98% of the Trustee herein in connection with or related to product of the determination Last Reported Sale Price of a Trading Price. So long as the Trustee has exercised reasonable care in Common Stock and the appointment of such bid solicitation agentapplicable Conversion Rate, the Company shall so notify all Holders, the Trustee shall not be liable for any negligent acts or omissions, or misconduct, of such bid solicitation agentand the Conversion Agent.

Conversion Upon Satisfaction of Trading Price Condition. A Holder holder may surrender any of its Convertible Subordinated Notes for conversion into Common Stock prior to the Maturity Date during the five business days immediately following any five consecutive Trading Day period following any five consecutive Trading Days in which the Trading Price per $1,000 principal amount of Notes (as determined following a reasonable request by a Holder holder of the NotesConvertible Subordinated Notes in accordance with the definition of Trading Price and the procedures described below) for each day of that period was less than 98% of the product of the Closing Last Reported Sale Price 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 reliance on 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 Common Shares multiplied 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 Prices provided by the Conversion RateTrustee. 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 of the Notes under this Section 12.01(b) unless and until the Company shall have 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 written reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Closing Last Reported Sale Price of the Common Shares and the then current Conversion Rate. If such evidence is provided, whereupon the Company shall instruct a Trust Officer of the Trustee (or other Conversion Agent) to determine the Trading Price of the Convertible Subordinated Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price is greater than or equal to 98% of the product of the Closing Last Reported Sale Price and the then current Conversion Rate; provided that, except for the determination of the Common Shares Trading Prices, the Trustee 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 shall be entitled at its sole discretion to consult with the Company and to request the assistance of the Company in connection with the Trustee's duties and obligations pursuant to this Section 12.01(b) (including without limitation the calculation or determination of the Conversion Rate. Notwithstanding anything to the contrary in this Twelfth Supplemental Indenture (including, but not limited to, the definition of Last Reported Sale Price and the Trading Price or this Section 2.11 hereofPrice), and the sole method by which the Trustee shall determine the Trading Price shall be by the appointment Company agrees, if requested by the Trustee, at the cost to cooperate with, and expense of the Company, of a bid solicitation agent that shall be an independent nationally recognized investment banking firm to determine the Trading Price as required by this Twelfth Supplemental Indenture. Such bid solicitation agent shall perform all functions and duties that may be required of the Trustee herein in connection with or related to the determination of a Trading Price. So long as the Trustee has exercised reasonable care in the appointment of such bid solicitation agentprovide assistance to, the Trustee in carrying out its duties under this Section 12.01(b); provided that nothing herein shall not be liable for any negligent acts or omissions, or misconduct, construed to relieve the Trustee of such bid solicitation agentits duties pursuant to this Section 12.01(b).

Conversion Upon Satisfaction of Trading Price Condition. A Holder may surrender any of its Notes for conversion The Securities shall be convertible prior to August 1, 2014, during the five Business Day period immediately after any five consecutive Trading Day period following any five consecutive Trading Days (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes (as determined following a reasonable request by a Holder the Securities for each Trading Day of the Notes) such Measurement Period was less than 98% of the product of the Closing Last Reported Sale Price of the Common Shares multiplied by Stock on such Trading Day and the applicable Conversion RateRate 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 of the Notes unless the Company shall have has requested such determination, ; and the Company shall have no obligation to make such request unless a Holder provides the Company with written reasonable evidence that the Trading Price per $1,000 in principal amount of the Notes Securities would be less than ninety eight percent (98% %) of the product of the Closing Last Reported Sale Price of the Common Shares Stock and the Applicable Conversion Rate. Upon receipt of such evidence, whereupon the Company shall instruct the Trustee to determine the Trading Price of the Notes 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 Closing Last Reported Sale Price of the Common Shares Stock and the Applicable Conversion Rate. Notwithstanding anything 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 the contrary in this Twelfth Supplemental Indenture (including, but not limited to, 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 or this Section 2.11 hereof)on any Trading Day, then the sole method 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 which the Trustee shall determine be conclusive absent manifest error). Furthermore, if the Trading Price shall be by Company does not, when obligated to do so, make a request to the appointment by the Trustee, at the cost and expense of the Company, of a bid solicitation agent that shall be an independent nationally recognized investment banking firm Trustee to determine the Trading Price as required by this Twelfth Supplemental Indenture. Such bid solicitation agent shall perform all functions and duties that may be required of the Trustee herein in connection with Securities, or related to if the determination of a Trading Price. So long as 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 exercised reasonable care in the appointment of such bid solicitation agentbeen met, the Trustee shall not be liable 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 any negligent acts or omissionssuch date, or misconduct, the Company will promptly notify the Holders of such bid solicitation agentthe Securities.