Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (A) a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” for any such issuance or distribution means the first date on which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to the buyer of the Common Stock.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company (1) distributes to holders of all or substantially all holders of the Common Stock of rights, warrants or options rights entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than within 60 days after the date of the distribution) to subscribe for or purchase , shares of Common Stock at a price less than the average Closing of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Days immediately Day preceding the date announcement of such distribution was first publicly announced; or distribution, or (B2) a distribution distributes to holders of all or substantially all holders of the Common Stock of cash or other Stock, the Company’s assets, evidences of Company indebtedness, debt securities or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such which distribution has a per share of Common Stock (value, as reasonably determined by the Company’s Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds exceeding 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidationdistribution, merger, share exchange, sale of all or substantially all of its assets or other similar transactionthen, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)case, the Company shall cause a notice of such distribution to be filed with must notify the Trustee and Holders, in the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days manner provided in Section 12.02, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” for any such issuance or distribution means Holders of the first date on which Securities may not exercise this right if they may participate (as a sale result of holding the Securities, and at the same time as holders of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller participate) in any of the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal to the buyer applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities. (B) If the Company is party to a transaction that would be a Fundamental Change described in clause (2) of the Common Stockdefinition of Fundamental Change (without giving effect to the paragraph following that definition) if it were to occur, the Company must notify Holders, in the manner provided in Section 12.02, at least 35 Scheduled Trading Days prior to the anticipated Effective Date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of (i) 35 calendar days after the actual Effective Date of such transaction (or if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date, if later) and (ii) the date the Company notifies Holders that such transaction has been terminated and will not occur. (C) If a Fundamental Change of the type described in clause (1) in the definition thereof occurs, Holders may surrender all or a portion of their Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is 35 calendar days after the actual Effective Date of such transaction or, if later, until the Fundamental Change Purchase Date corresponding to such Fundamental Change.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company (1) distributes to holders of all or substantially all holders of the Common Stock of rights, warrants or options rights entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than within 60 days after the date of the distribution) to subscribe for or purchase , shares of Common Stock at a price less than the average Closing of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Days immediately Day period ending on the Trading Day preceding the date announcement of such distribution was first publicly announced; or distribution, or (B2) a distribution distributes to holders of all or substantially all holders of the Common Stock of cash or other Stock, the Company’s assets, evidences of Company indebtedness, debt securities or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such which distribution has a per share of Common Stock (value, as reasonably determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10exceeding 5% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidationdistribution, merger, share exchange, sale of all or substantially all of its assets or other similar transactionthen, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)case, the Company shall cause a notice must notify the Holders, in the manner provided in Section 106 of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days Original Indenture, at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders a Holder may surrender their all or a portion of its Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to the opening of business on such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” Holders of the Securities may not exercise this right if the Company, at its election, provides for any such issuance or distribution means the first date on which Holders of the Securities to participate (as a sale result of holding the Securities, and at the same time as holders of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller participate) in any of the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal to the buyer applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities. (B) If the Company is party to a transaction that would be a Fundamental Change (without giving effect to the paragraph following that definition) if it were to occur, the Company must notify Holders, in the manner provided in Section 106 of the Common StockOriginal Indenture, at least 45 Scheduled Trading Days prior to the anticipated Effective Date for such transaction. Once the Company has given such notice, a Holder may surrender all or a portion of its Securities for conversion at any time until the earlier of (i) 35 calendar days after the actual Effective Date of such transaction (or if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date, if later) and (ii) the date the Company notifies Holders that such transaction has been terminated and will not occur. (C) If a Fundamental Change of the type described in clause (1) in the definition thereof occurs, a Holder may surrender all or a portion of its Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is 35 calendar days after the actual Effective Date of such transaction or, if later, until the Fundamental Change Purchase Date corresponding to such Fundamental Change.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company (1) issues to all or substantially all holders of Common Capital Stock of rights, warrants or options rights entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 within 45 days after the date of the distribution) to subscribe for or purchase , shares of Common Capital Stock at a price less than the average Closing of the Last Reported Sale Prices of the Common a share of Capital Stock for the 10 consecutive trading-day period ending on the Trading Days immediately Day preceding the date announcement of such distribution was first publicly announced; or issuance, or (B2) a distribution distributes to all or substantially all holders of Common Stock of cash or other the Capital Stock, the Company's assets, evidences of Company indebtedness, debt securities or rights or warrants to purchase or subscribe for Capital Stock or other securities Securities of the Company, where the fair market value of such which distribution has a per share of Common Stock (value, as reasonably determined by the Company's Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds exceeding 10% of the Closing Last Reported Sale Price of the Common Capital Stock on the Trading Day immediately day preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidationdistribution, merger, share exchange, sale of all or substantially all of its assets or other similar transactionthen, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)case, the Company shall cause a notice of such distribution to be filed with must notify the Trustee and Holders, in the Conversion Agent and to be mailed to each Holder of Securities no later than 20 manner provided in Section 12.02, at least 30 calendar days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s 's announcement that such distribution will not take place. The “Ex-Dividend Date” for any such issuance . (B) If the Company is party to a transaction described in clause (2) or distribution means the first date on which a sale (4) of the Common Stock does not automatically transfer definition of Fundamental Change (without giving effect to the right proviso set forth in the definition thereof relating to receive Publicly Traded Securities), the relevant distribution from Company must notify Holders, in the seller manner provided in Section 12.02, at least 30 calendar days prior to the anticipated Effective Date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until 45 calendar days after the actual Effective Date of such transaction (or if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). (C) If a Fundamental Change of the Common Stock type described in clause (1) in the definition thereof occurs, Holders may surrender all or a portion of their Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is 30 calendar days after the actual effective date of such transaction or, if later, until the purchase date corresponding to such Fundamental Change. On or after March 1, 2014, Holders may convert each of their Securities at any time prior to the buyer close of business on the third Scheduled Trading Day immediately preceding the maturity date regardless of the Common Stockforegoing conditions.

Conversion Upon Specified Corporate Transactions. (Aa) a distribution Subject to all and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holders of the Notes shall have the right to convert their Notes into shares of Common Stock in the event that the Company (i) issues rights or substantially warrants to all holders of its outstanding shares of Common Stock of rights, warrants or options entitling them (to subscribe for or purchase, for a period commencing no earlier than the date of distribution and expiring not more than within 60 days after the date of distribution) to subscribe for or purchase issuance, shares of Common Stock at a price per share less than the average Closing Sale Prices last reported sale price (as defined in Section 11.05(g)) per share of the Common Stock for on the 10 Trading Days trading day (as defined in Section 11.05(g)) immediately preceding the date such distribution was first publicly announcedof the issuance; or or (Bii) a distribution distributes to all or substantially all holders of its outstanding shares of Common Stock of cash any assets or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other debt securities of the Company, where or rights to purchase any securities of the fair market Company, which distribution has a value of such distribution per share of Common Stock (Stock, as determined by the Board of Directors, Directors (whose determination shall be conclusive evidence and described in a resolution of such fair market value) the Board of Directors), that exceeds 1015% of the Closing Sale Price last reported sale price (as defined in Section 11.05(g)) per share of the Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion declaration of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transactiondistribution. The Company shall give notice to all the Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than at least 20 business days prior to the Ex-Dividend Date "ex" date (as defined in Section 11.05(g)) for such distribution. Once the Company has given such notice, Holders and Notes may surrender their Securities be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day business day immediately preceding prior to the Ex-Dividend Date or "ex" date and the Company’s announcement by the Company that such distribution will not take place. The “Ex-Dividend Date” for , even if the Notes are not otherwise convertible at such time. (b) Subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any such issuance other condition to conversion has not been satisfied, the Holders of the Notes shall have the right to convert their Notes into shares of Common Stock in the event the Company is a party to any consolidation, merger, share exchange, combination or distribution means a sale, conveyance or other disposition of all or substantially all of the first date on property and assets of the Company as set forth in Section 11.06 pursuant to which a sale of the Common Stock does not automatically transfer would be converted into cash, securities or other property. In any such case, the right Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to receive the relevant distribution from the seller anticipated effective date of the Common Stock transaction until 15 days after the actual effective date of such transaction and, following the effective time of such transaction, the Notes shall be convertible into the kind and amount of cash, securities or other property of the Company or another person which the Holder would have received if the Holder had converted its Notes immediately prior to the buyer of the Common Stockapplicable record date for such transaction.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company elects to all or substantially (1) distribute to all holders of Common Stock of rights, any rights or warrants or options entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 within 45 days after the date Ex-Dividend Date of the distribution) to subscribe for or purchase , shares of Common Stock at a price per share less than the average Closing Sale Prices of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock Day period ending on the Trading Day immediately preceding the date Ex-Dividend Date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right distribution, or (2) distribute to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cashassets, debt securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice rights to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case purchase securities of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)Company, which distribution has a per share Fair Market Value, as determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price on the Trading Day immediately preceding the Ex-Dividend Date for such distribution, then, in each case, the Company shall cause a notice must notify the Holders of such distribution to be filed with and of their rights under this clause (A), in the Trustee and manner provided in Section 106 of the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days Base Indenture, at least 15 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take placeplace even if the Notes are not otherwise convertible at such time. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 106 of the Base Indenture, at least 15 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Notes for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the principal amount of Notes if the portion is $1,000 or a multiple of $1,000. The “Ex-Dividend Date” for any such issuance or distribution means the first date on which a sale number of the shares of Common Stock does not automatically transfer issuable or the right to receive combination of cash payable and the relevant distribution from the seller number of the shares of Common Stock to the buyer issuable, if any, upon conversion of the Common Stocka Note shall be determined as set forth in Section 11.01(d).

Conversion Upon Specified Corporate Transactions. (A) There occurs a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) There occurs a distribution to all or substantially all holders of Common Stock of cash Cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv5.01(a)(v) (A) or (B) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv5.01(a)(v) (A) or (B) on an as-converted basis (assuming for this purpose that the Securities are convertible solely into Common Stock at the Applicable Conversion Rate Rate) without conversion of such Holder’s Securities; or; (C) if If the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (a “Business Combination”), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) A Make-Whole Fundamental Change occurs. In the case of the foregoing Sections 9.01(a)(iv)(A5.01(a)(v)(A) and 9.01(a)(iv)(B5.01(a)(v)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days Trading Days prior to the Ex-Dividend Ex Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Ex Date or the Company’s announcement that such distribution will not take place; provided that any Holder may withdraw its Securities if such distribution does not occur. The “Ex-Dividend Date” for Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of any such issuance Business Combination or distribution means Make-Whole Fundamental Change or, if later, promptly upon becoming aware of such transaction. In the first case of a Business Combination under Section 5.01(a)(v)(C), the Holder may surrender its Securities for conversion at any time from and after the effective date on which of such transaction until and including the date that is thirty days after the effective date of such transaction. In the case of a sale Make-Whole Fundamental Change, a Holder may surrender its Securities for conversion at any time from and including the date that is 10 days prior to the anticipated Effective Date of the Common Stock does not automatically transfer Make-Whole Fundamental Change until and including the right date that is thirty days after the Effective Date of such Make-Whole Fundamental Change; provided however, the Company will have no obligation to receive the relevant distribution from the seller deliver any Settlement Amount in respect of the Common Stock such conversion prior to the buyer Effective Date of the Common Stocksuch Make-Whole Fundamental Change.

Conversion Upon Specified Corporate Transactions. If the Issuer elects to: (A1) a distribution distribute to all or substantially all holders of Common Stock of rights, warrants or options rights entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 within sixty (60) calendar days after the date fixed for determination of distribution) stockholders entitled to subscribe for or purchase receive such rights, shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price per share of the Common Stock on the Trading Day immediately preceding the declaration date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securitiesdistribution; or or (C2) if the Company is party distribute to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cashassets, debt securities or other propertyrights to purchase securities of the Issuer, from and after which distribution has a per share value exceeding 10% of the effective Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the declaration date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)distribution, the Company shall cause a notice Issuer must notify holders of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 Notes at least twenty (20) calendar days prior to the Exex-Dividend Date dividend date for such distribution. Once Following the Company has given issuance of such notice, Holders holders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding prior to the Exex-Dividend Date or dividend date and an announcement by the Company’s announcement Issuer that such distribution will not take place; provided, however, that a holder may not convert its Notes pursuant to this Section 13.01(a)(iv) if such holder may participate, on an as-converted basis (assuming for this purpose that the Notes were convertible solely into Common Stock at the applicable Conversion Rate), in the distribution without any conversion of Notes. The “Exex-Dividend Datedividend date” for means, with respect to any such issuance or distribution means on shares of Common Stock, the first date on upon which a sale of the shares of Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of shares of Common Stock. In addition, if the Issuer is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which all of the shares of Common Stock would be exchanged for cash, securities and/or other property that does not also constitute a Fundamental Change, a holder may surrender its Notes for conversion at any time from and including the date that is fifteen (15) Business Days prior to the buyer anticipated effective time of the transaction up to and including five (5) Business Days after the actual date of such transaction. In such case, then, at the effective time of the transaction, the right to convert a Note into cash and, if applicable, shares of Common StockStock will be changed in the manner provided in Section 13.06. The Issuer shall notify holders of Notes as promptly as practicable following the date such transaction is publicly announced (but in no event less than fifteen (15) Business Days prior to the effective time of such transaction).

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company makes a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 45 calendar days after the date Record Date of the distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company makes a distribution to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those referred to above), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Make-Whole Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A8.0l(a)(iii)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” If such distribution does not occur as anticipated, the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the applicable Settlement Amount with respect to Notes surrendered for any conversion three Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal period referred to above. In the event of a transaction described in Section 8.01(a)(iii)(C), the Company shall cause a written notice of such issuance or distribution means transaction to be given to the first Trustee and the Conversion Agent and to each Noteholder no later than the date on which such transaction becomes effective. Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the date that is 30 calendar days after the Effective Date of such transaction. In the event of a sale Make-Whole Fundamental Change, the Company shall give notice to the Trustee, the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d). Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction (or 15 Trading Days prior to the date the Company has announced as the anticipated Effective Date of the Common Stock does Make-Whole Fundamental Change if such event constitutes a Fundamental Change as described under clause (d) of the definition of Fundamental Change) until and including the date that is 30 calendar days after the Effective Date of such transaction; provided, however, the Company will have no obligation to deliver any Settlement Amount in respect of any such conversion prior to the Effective Date of such Make-mole Fundamental Change. In the case of an event constituting a Fundamental Change as described under clause (d) of the definition of Fundamental Change, if the Company determines that such transaction will not automatically transfer occur on substantially the right terms anticipated, the Company will not be obligated to increase the Conversion Rate pursuant to Section 8.03, regardless of the fact that holders may have elected to convert Notes in anticipation of the Effective Date of such event and the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the relevant distribution from applicable Settlement Amount with respect to Notes surrendered for conversion three Trading Days following the seller later of (i) the end of the Common Stock to applicable Cash Settlement Averaging Period or (ii) the buyer expiration of the Common Stock10 Business Day (or longer period if required by law) withdrawal period referred to above.

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company makes a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 45 calendar days after the date Record Date of the distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company makes a distribution to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those described in Section 8.04(a) or (b)), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 1015% of the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the ten Trading Day Days immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Make-Whole Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A8.01(a)(iv)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days 25 Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” If such distribution does not occur as anticipated, the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the applicable Settlement Amount with respect to Notes surrendered for any conversion three Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal period referred to above. No adjustment to the ability of Noteholders to convert will be made if the Noteholders are entitled to participate in a distribution without conversion. In the event of a transaction described in Section 8.01(a)(iv)(C), the Company shall cause a written notice of such issuance or distribution means transaction to be given to the first Trustee and the Conversion Agent and to each Noteholder no later than the date on which such transaction becomes effective. Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the date that is 30 calendar days after the Effective Date of such transaction. In the event of a sale Make-Whole Fundamental Change, the Company shall give notice to the Trustee, the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d). Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction (or 15 Trading Days prior to the date the Company has announced as the anticipated Effective Date of the Common Stock Make-Whole Fundamental Change if such event constitutes a Fundamental Change as described under clause (d) of the definition of Fundamental Change) until and including the Business Day immediately preceding the Fundamental Change Repurchase Date with respect to such transaction; provided, however, the Company will have no obligation to deliver any Settlement Amount in respect of any such conversion prior to the Effective Date of such Make-Whole Fundamental Change. In the case of an event constituting a Fundamental Change as described under clause (d) of the definition of Fundamental Change, if the transaction does not automatically transfer occur, the right Company will not be obligated to increase the Applicable Conversion Rate pursuant to Section 8.03 in connection with such transaction, regardless of the fact that holders may have elected to convert Notes in anticipation of the Effective Date of such event and the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the relevant distribution from applicable Settlement Amount with respect to Notes surrendered for conversion three Trading Days following the seller later of (i) the end of the Common Stock to applicable Cash Settlement Averaging Period or (ii) the buyer expiration of the Common Stock10 Business Day (or longer period if required by law) withdrawal period referred to above.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company elects to (1) distribute to all or substantially all holders of Common Stock of rights, rights or warrants or options entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 within 45 days after the record date of the distribution) to subscribe for or purchase , shares of Common Stock at a price per share less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right distribution, or (2) distribute to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) assets (including cash), debt securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice rights to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case purchase securities of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)Company, which distribution has a per share Fair Market Value, as determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price on the day immediately preceding the declaration date for such distribution, then, in each case, the Company shall cause a notice must notify the Holders of such distribution to be filed with and of their rights under this clause (A), in the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days manner provided in Section 14.02, at least 23 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take placeplace even if the Securities are not otherwise convertible at such time. The “Notwithstanding the foregoing, a Holder may not exercise this right if it is permitted to participate in the distribution without conversion at the same time and on the same terms as holders of Common Stock as if such Holder of Securities held a number of shares of Common Stock equal to the Applicable Conversion Rate in effect on the Ex-Dividend Date for such distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder. Solely for purposes of the foregoing sentence, the Observation Period used to calculate the Applicable Conversion Rate will be the 20 VWAP Trading Days ending on the VWAP Trading Day immediately preceding the Ex-Dividend Date” . The Company shall notify Holders of its decision to permit them to participate in such distribution at least 23 Scheduled Trading Days preceding the Ex-Dividend Date. (B) If the Company is party to a transaction or event that constitutes a Designated Event, Holders may surrender Securities for conversion at any time from and after the 30th Scheduled Trading Day prior to the anticipated effective date of such issuance Designated Event until the related Designated Event Purchase Date corresponding to such Designated Event. (C) If the Company is a party to a combination, merger, binding share exchange or distribution means the first date on sale or conveyance of all or substantially all of its property and assets, in each case pursuant to which a sale of the Common Stock would be converted in cash, securities and/or other property that does not automatically transfer also constitute a Designated Event, Holders may surrender Securities for conversion at any time beginning 30 Scheduled Trading Days prior to the right anticipated effective date of such transaction until the 15th calendar day following the effective date of such transaction. The Company shall notify Holders at least 30 Scheduled Trading Days prior to receive the relevant distribution from the seller anticipated effective date of such conversion right. A Holder may convert a portion of the principal amount of Securities if the portion is $1,000 or a multiple of $1,000. The number of shares of Common Stock to issuable or the buyer combination of cash payable and the number of shares of Common StockStock issuable, if any, upon conversion of a Security shall be determined as set forth in Section 12.01(d).

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company elects to make a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 45 calendar days after the date Record Date of the distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company elects to make a distribution to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those described in Section 8.04(a) or (b)), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the ten consecutive Trading Day Days immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Fundamental Change or a Make-Whole Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A8.01(a)(iii)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days 45 Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion to the Conversion Agent at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Notes are not otherwise convertible at such time. The “Ex-Dividend Date” for any No adjustment to the ability of Noteholders to convert will be made if the Noteholders are entitled to participate in a distribution without conversion. In the event of a transaction described in Section 8.01(a)(iii)(C), the Company shall cause a written notice of such issuance or distribution means transaction to be given to the first Trustee and the Conversion Agent and to each Noteholder no later than the date on which such transaction becomes effective. Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the date that is 30 calendar days after the Effective Date of such transaction. In the event of a sale of Fundamental Change or a Make-Whole Fundamental Change, the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock Company shall give notice to the buyer Trustee, the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d). Once the Common StockCompany has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the Business Day immediately preceding the Fundamental Change Repurchase Date with respect to such transaction (or with respect to an event that is a Make-Whole Fundamental Change but is not a Fundamental Change, the 35th Trading Day immediately following the effective date of such Make-Whole Fundamental Change).

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company makes a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 45 calendar days after the Record Date of the date of distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company makes a distribution to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those referred to above), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Make-Whole Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A8.01(a)(iv)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” If such distribution does not occur as anticipated, the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the applicable Settlement Amount with respect to Notes surrendered for any conversion three Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal period referred to above. In the event of a transaction described in Section 8.01(a)(iv)(C), the Company shall cause a written notice of such issuance or distribution means transaction to be given to the first Trustee and the Conversion Agent and to each Noteholder no later than the date on which such transaction becomes effective. Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the date that is 30 calendar days after the Effective Date of such transaction. In the event of a sale Make-Whole Fundamental Change, the Company shall give notice to the Trustee, the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d). Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction (or 15 Trading Days prior to the date the Company has announced as the anticipated Effective Date of the Common Stock does Make-Whole Fundamental Change if such event constitutes a Fundamental Change as described under clause (d) of the definition of Fundamental Change) until and including the date that is 30 calendar days after the Effective Date of such transaction; provided, however, the Company will have no obligation to deliver any Settlement Amount in respect of any such conversion prior to the Effective Date of such Make-Whole Fundamental Change. In the case of an event constituting a Fundamental Change as described under clause (d) of the definition of Fundamental Change, if the Company determines that such transaction will not automatically transfer occur on substantially the right terms anticipated, the Company will not be obligated to increase the Applicable Conversion Rate pursuant to Section 8.03, regardless of the fact that holders may have elected to convert Notes in anticipation of the Effective Date of such event and the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the relevant distribution from applicable Settlement Amount with respect to Notes surrendered for conversion three Trading Days following the seller later of (i) the end of the Common Stock to applicable Cash Settlement Averaging Period or (ii) the buyer expiration of the Common Stock10 Business Day (or longer period if required by law) withdrawal period referred to above.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company elects to all or substantially (1) distribute to all holders of Common Stock of rights, any rights or warrants or options entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 within 45 days after the date Ex-Dividend Date of the distribution) to subscribe for or purchase , shares of Common Stock at a price per share less than the average Closing Sale Prices of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock Day period ending on the Trading Day immediately preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right distribution, or (2) distribute to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cashassets, debt securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice rights to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case purchase securities of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)Company, which distribution has a per share Fair Market Value, as determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price on the Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company shall cause a notice must notify the Holders of such distribution to be filed with and of their rights under this clause (A), in the Trustee and manner provided in Section 1.7 of the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days Original Indenture, at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take placeplace even if the Securities are not otherwise convertible at such time. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 1.7 of the Original Indenture, at least 25 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Securities for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the principal amount of Securities if the portion is $1,000 or a multiple of $1,000. The “Ex-Dividend Date” for any such issuance or distribution means the first date on which a sale number of the shares of Common Stock does not automatically transfer issuable or the right to receive combination of cash payable and the relevant distribution from the seller number of the shares of Common Stock to the buyer issuable, if any, upon conversion of the Common Stocka Security shall be determined as set forth in Section 9.01(d).

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company makes a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (to subscribe for or purchase, for a period commencing no earlier than the date of distribution and expiring not more than 60 45 days after the date Record Date of the distribution) to subscribe for or purchase , shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company makes a distribution distribution, to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those described in Section 7.04(a) or (b)), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 1015% of the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the ten Trading Day Days immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A7.01(a)(iii)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days 25 Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “If such distribution does not occur as anticipated, the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the applicable Settlement Amount with respect to Notes surrendered for conversion three Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal period referred to above. Notwithstanding Sections 7.01(a)(iii)(A) and (B) above, Holders of the Notes may not surrender their Notes for conversion if they participate (as a result of holding the Notes, and at the same time as holders of Common Stock) in any of the transactions described in Sections 7.01(a)(iii)(A) or (B) as if such holders of the Notes held a number of shares of the Common Stock equal to the Applicable Conversion Rate, (assuming for calculation purposes that the applicable Cash Settlement Averaging Period for the Notes consists of the 20 consecutive Trading Days ending on and including the Trading Day immediately preceding the Ex-Dividend Date” for ) multiplied by the original principal amount of Notes held by such Noteholders divided by $1,000, without having to convert their Notes. In the event of a transaction described in Sections 7.01(a)(iii)(C) or (D), the Company shall cause a written notice of such transaction to be given to the Trustee (and if different, the Conversion Agent) and the Conversion Agent and to each Noteholder (i) with respect to a transaction that constitutes a Make-Whole Fundamental Change, as set forth in 7.03(d), (ii) with respect to a transaction that constitutes a Fundamental Change that does not constitute a Make-Whole Fundamental Change, as set forth in Section 8.01(b) and (iii) with respect any other such issuance or distribution means transaction no later than the first date on which such transaction becomes effective. Once the Company has given any such notice, a sale Holder may surrender its Notes for conversion at any time from and including the Effective Date of such transaction until and including the Common Stock does not automatically transfer date that is 30 days after the right Effective Date of such transaction or, if later with respect to receive a transaction that constitutes a Fundamental Change, until and including the relevant distribution from Business Day immediately preceding the seller of the Common Stock Fundamental Change Repurchase Date with respect to the buyer of the Common Stocksuch Fundamental Change.

Conversion Upon Specified Corporate Transactions. A Note may be converted during the applicable time period specified below if: (A) the Company makes a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 45 calendar days after the date Record Date of the distribution) to subscribe for or purchase shares of Common Stock at a price per share less than the average Closing Last Reported Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or; (B) the Company makes a distribution to all or substantially all holders of Common Stock Stock, of cash or other assets, evidences of Company indebtednessdebt securities, or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company’s securities (other than those referred to above), where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or; (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (in each case other than with one of the Company’s wholly-owned Subsidiaries), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) a Make-Whole Fundamental Change occurs. In the case event of the foregoing a distribution described in Sections 9.01(a)(iv)(A8.01(a)(iii)(A) and 9.01(a)(iv)(B(B), the Company shall cause a written notice of such distribution to be filed with given to the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Noteholder no later than 20 days Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders Noteholders may surrender their Securities Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date” If such distribution does not occur as anticipated, the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the applicable Settlement Amount with respect to Notes surrendered for any conversion three Trading Days following the later of (i) the end of the applicable Cash Settlement Averaging Period or (ii) the expiration of the 10 Business Day (or longer period if required by law) withdrawal period referred to above. In the event of a transaction described in Section 8.01(a)(iii)(C), the Company shall cause a written notice of such issuance or distribution means transaction to be given to the first Trustee and the Conversion Agent and to each Noteholder no later than the date on which such transaction becomes effective. Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction until and including the date that is 30 calendar days after the Effective Date of such transaction. In the event of a sale Make-Whole Fundamental Change, the Company shall give notice to the Trustee, the Conversion Agent and the Noteholders in accordance with the provisions of Section 8.03(d). Once the Company has given such notice, Noteholders may surrender their Notes for conversion at any time from and including the Effective Date of such transaction (or 15 Trading Days prior to the date the Company has announced as the anticipated Effective Date of the Common Stock does Make-Whole Fundamental Change if such event constitutes a Fundamental Change as described under clause (d) of the definition of Fundamental Change) until and including the date that is 30 calendar days after the Effective Date of such transaction; provided , however , the Company will have no obligation to deliver any Settlement Amount in respect of any such conversion prior to the Effective Date of such Make-Whole Fundamental Change. In the case of an event constituting a Fundamental Change as described under clause (d) of the definition of Fundamental Change, if the Company determines that such transaction will not automatically transfer occur on substantially the right terms anticipated, the Company will not be obligated to increase the Conversion Rate pursuant to Section 8.03, regardless of the fact that holders may have elected to convert Notes in anticipation of the Effective Date of such event and the Company will issue a press release and notify the holders who have elected to convert their Notes promptly after the Company determines that such transaction will not occur and each such holder may elect to withdraw any then pending election to convert by a written notice of withdrawal delivered to the Conversion Agent within 10 Business Days (or longer period if required by law) after the Company makes such announcement. In such event, the Noteholders who do not make such a withdrawal election will receive the relevant distribution from applicable Settlement Amount with respect to Notes surrendered for conversion three Trading Days following the seller later of (i) the end of the Common Stock to applicable Cash Settlement Averaging Period or (ii) the buyer expiration of the Common Stock10 Business Day (or longer period if required by law) withdrawal period referred to above.

Conversion Upon Specified Corporate Transactions. (A) a distribution If the Company (1) distributes to all or substantially all holders of Common Stock of rights, warrants or options rights entitling them (to purchase, for a period commencing no earlier than the date of distribution and expiring not more than within 60 calendar days after the date of the distribution) to subscribe for or purchase , shares of Common Stock at a price less than the average Closing of the Last Reported Sale Prices of the a share of Common Stock for the 10 consecutive Trading Days immediately Day period ending on the Business Day preceding the date announcement of such distribution was first publicly announced; or issuance, or (B2) a distribution distributes to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, debt securities or rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such which distribution has a per share of Common Stock (Fair Market Value, as reasonably determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds exceeding 10% of the Closing Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidationdistribution, merger, share exchange, sale of all or substantially all of its assets or other similar transactionthen, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B)case, the Company shall cause a notice of such distribution to be filed with must notify the Trustee and Trustee, the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days the Holders, in the manner provided in Section 13.02, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender all or a portion of their Securities for conversion at any time thereafter until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without, for the avoidance of doubt, giving effect to the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify the Trustee, the Conversion Agent and the Holders, in the manner provided in Section 13.02, at least 35 Scheduled Trading Days prior to the anticipated Effective Date for such transaction. Once the Company has given such notice, Holders may surrender all or a portion of their Securities for conversion at any time until 35 calendar days after the actual Effective Date of such transaction (or if such transaction also constitutes a Fundamental Change for purposes of Section 11.01, the related Fundamental Change Purchase Date). (C) If a Fundamental Change of the type described in clause (1) or (5) in the definition thereof occurs, the Company must notify the Trustee, the Conversion Agent and the Holders, in the manner provided in Section 13.02, on or before the 20th calendar day after the occurrence of the Fundamental Change and Holders may surrender all or a portion of their Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the later of (i) the date which is 30 calendar days after the actual Effective Date of such transaction and (ii) the related Fundamental Change Purchase Date. A Holder may convert a portion of the principal amount of Securities if the portion is $1,000 or a multiple of $1,000. The “Ex-Dividend Date” for cash payable and/or the number of shares of Common Stock issuable upon conversion of a Security shall be determined as set forth in Section 12.01(c). Notwithstanding any such issuance or distribution means the first date on which a sale other provision of the Securities or this Indenture, all Holders’ rights with respect to conversion of the Securities and the Company’s obligation to deliver shares of Common Stock does not automatically transfer at the right to receive Conversion Rate upon such conversion (the relevant distribution from the seller of the Common Stock “Conversion Obligation”), are subject, in their entirety, to the buyer of the Common StockCompany’ right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 12.01(c).

Conversion Upon Specified Corporate Transactions. (A) There occurs a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) There occurs a distribution to all or substantially all holders of Common Stock of cash Cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv5.01(a)(v) (A) or (B) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv5.01(a)(v) (A) or (B) on an as-converted basis (assuming for this purpose that the Securities are convertible solely into Common Stock at the Applicable Conversion Rate Rate) without conversion of such Holder’s Securities; or; (C) if If the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transactiontransaction (a “Business Combination”), in each case pursuant to which the Common Stock is subject to conversion would be converted into (or holders of Common Stock are would be entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction; or (D) A Make-Whole Fundamental Change occurs. In the case of the foregoing Sections 9.01(a)(iv)(A5.01(a)(v)(A) and 9.01(a)(iv)(B5.01(a)(v)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution will not take place; provided that any Holder may withdraw its Securities if such distribution does not occur. The “Ex-Dividend Date” for Company shall give notice to all Holders and the Trustee prior to the anticipated Effective Date of any such issuance Business Combination or distribution means Make-Whole Fundamental Change or, if later, promptly upon becoming aware of such transaction. In the first case of a Business Combination under Section 5.01(a)(v)(C), the Holder may surrender its Securities for conversion at any time from and after the Effective Date of such transaction until and including the date on which that is thirty days after the Effective Date of such transaction. In the case of a sale Make-Whole Fundamental Change, a Holder may surrender its Securities for conversion at any time from and including the date that is 10 days prior to the anticipated Effective Date of the Common Stock does not automatically transfer Make-Whole Fundamental Change until and including the right date that is thirty days after the Effective Date of such Make-Whole Fundamental Change; provided however, the Company will have no obligation to receive the relevant distribution from the seller deliver any Settlement Amount in respect of the Common Stock such conversion prior to the buyer Effective Date of the Common Stocksuch Make-Whole Fundamental Change.

Conversion Upon Specified Corporate Transactions. (A) Prior to December 1, 2016, you will have the right to convert your Notes if we: • distribute to all or substantially all holders of our common stock rights, options or warrants entitling them to purchase, for a period of 45 calendar days or less from the declaration date for such distribution, shares of our common stock at a price per share less than the average closing sale price of our common stock for the ten consecutive trading days immediately preceding, but excluding, the declaration date for such distribution; or • make a distribution to all or substantially all holders of Common Stock of rightsour common stock cash, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or (B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, securities or rights or warrants to purchase or subscribe for Capital Stock or our securities (other securities of the Companythan pursuant to a rights plan), where the fair market value of such which distribution has a per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds value exceeding 10% of the Closing Sale Price closing sale price of the Common Stock our common stock on the Trading Day trading day immediately preceding the declaration date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or (C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days prior to the Ex-Dividend Date for such distribution. We will notify holders at least 30 business days (or 10 business days if we elect physical settlement for related conversions as described under “—Conversion Procedures—Settlement Upon Conversion”) prior to the ex-date for any such distribution. Once the Company has we have given such notice, Holders you may surrender their Securities your Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately business day preceding the Exrelevant ex-Dividend Date date or the Company’s any public announcement by us that such distribution will not take place. The “Ex-Dividend Date” You may not convert any of your Notes based on this conversion contingency if you will otherwise participate in the distribution, without converting your Notes, at the same time and on the same terms as holders of our common stock as if you held a number of shares of our common stock per $1,000 principal amount of Notes equal to the applicable conversion rate, as a result of holding the Notes. You will also have the right to convert your Notes if a fundamental change occurs. We will, to the extent practicable, notify holders at least 30 business days prior to the anticipated effective date for any such issuance or distribution means the first date on which a sale of the Common Stock does not automatically transfer transaction. In such event, you will have the right to receive convert your Notes at any time beginning 30 business days prior to the date we notify holders as being the anticipated effective date of the transaction until the close of business on the business day immediately preceding the relevant distribution from fundamental change repurchase date. If you have submitted any or all of your Notes for repurchase in connection with a fundamental change, unless you have withdrawn such Notes in a timely fashion, your conversion rights on the seller Notes so subject to repurchase will expire at the close of business on the business day preceding the fundamental change repurchase date, unless we default in the payment of the Common Stock to repurchase price. If you have submitted any Notes for repurchase, such Notes may be converted only if you properly submit a withdrawal notice, and if the buyer of the Common StockNotes submitted are evidenced by a global Note, you comply with appropriate DTC procedures.