Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (A) If the Company (1) distributes to holders of all or substantially all of the Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day preceding the announcement of such distribution, or (2) distributes to holders of all or substantially all the Common Stock, the Company’s assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the 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 Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of the Securities may not exercise this right if they may participate (as a result of holding the Securities, and at the same time as holders of the Common Stock 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities.

Conversion Upon Specified Corporate Transactions. (A) If the Company (1) distributes to holders of all or substantially all of the Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading-Trading Day period ending on the Trading Day preceding the announcement of such distribution, or (2) distributes to holders of all or substantially all of the Common Stock, the Company’s assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 105% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 12.02106 of the Original Indenture, at least 35 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 all or a portion of its Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to the opening of business on such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of the Securities may not exercise this right if they may the Company, at its election, provides for the Holders of the Securities to participate (as a result of holding the Securities, and at the same time as holders of the Common Stock 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities.

Conversion Upon Specified Corporate Transactions. Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the then-applicable Conversion Rate if (A) If the Company (1) distributes to all holders of all or substantially all its shares of the Common Stock rights or warrants entitling them to purchase, (for a period expiring within 60 days after the date of the record date for such distribution, ) to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average Sale Price of the Last Reported Sale Prices of a share of Common Stock for at the 10 consecutive Trading-Day period ending on the Trading Day preceding time of the announcement of such distribution, or (2B) the Company distributes to all holders of all or substantially all the its shares of Common Stock, the Company’s cash or other assets, debt securities or rights or warrants to purchase its securities (other than regular cash dividends or distributions paid in the ordinary course of the Companybusiness, which distribution has whether annually or more often than annually, with a per share value, as reasonably determined by value (together with the Company’s Board per share value of Directors, exceeding 10all other regular ordinary course cash dividends paid pursuant to this exception during the past twelve months) of no more than 5% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the declaration date for such the distribution), which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the preceding 12 months) has a per share value (as determined by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) exceeding 5% of the Sale Price of the Common Stock on the Trading Day preceding the declaration date for the distribution, then, in or (C) a Fundamental Change occurs. In each case, the Company must notify the Holders, in the 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 Security may surrender Securities be surrendered for conversion into shares of Common Stock at any time after the Company provides notice of such event (1) until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day immediately prior to such the Ex-Dividend Date Time or the date of the Company’s 's announcement that such the distribution will not take place, in the case of a distribution, or (2) until 40 days thereafter, in the case of a Fundamental Change. The Company will provide notice to the Holders at least 20 days prior to the Ex-Dividend Time for a distribution or within 20 business days of the Securities occurrence of a Fundamental Change, as the case may be, of the occurrence of any such event. In the case of a distribution, Holders may not exercise this right convert Securities if they may will otherwise participate (in the distribution without conversion as a result of holding the Securities. In addition, and any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the same time as holders of then-applicable Conversion Rate if the Common Stock participate) Company consolidates with or merges into another corporation, or is a party to a binding share exchange, in any of each case pursuant to which the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal would be converted into cash, securities or other property as set forth in Section 411 hereof. In such event, the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the applicable conversion rate, multiplied date announced by the principal Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In the event a Holder does not convert its Security during this time period, such Holder will be entitled to receive, upon conversion, the kind and amount (expressed in thousands) of Securities held by cash, securities or other property that it would have received if it had converted its Security immediately prior to such Holdersconsolidation, without having to convert their Securitiesmerger or binding share exchange.

Conversion Upon Specified Corporate Transactions. (Aa) If Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (1i) distributes issues rights or warrants to all holders of all or substantially all its outstanding shares of the Common Stock rights entitling them to subscribe for or purchase, for a period expiring within 60 45 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a closing price (as defined above) per share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the announcement date of such distribution, the issuance; or (2ii) distributes to all holders of all its outstanding shares of Common Stock any assets or substantially all the Common Stock, debt securities of the Company’s assets, debt securities or rights to purchase any securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), exceeding 10that exceeds 15% of the Last Reported Sale Price closing price (as defined above) per share of the Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, then, in each case, the Company must notify the Holders, in the 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 and Notes may surrender Securities be surrendered for conversion at any time thereafter until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day business day immediately prior to such Exthe ex-Dividend Date or dividend date and the Company’s announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. Holders of the Securities may not exercise this right if they may participate (as a result of holding the Securities, and at the same time as holders of the Common Stock 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities.The “

Conversion Upon Specified Corporate Transactions. Any Holder may surrender all or any portion of his or her Securities for conversion at any time at the then-applicable Conversion Rate if (A) If the Company (1) distributes to all holders of all or substantially all its shares of the Common Stock rights or warrants entitling them to purchase, (for a period expiring within 60 days after the date of the record date for such distribution, ) to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average Sale Price of the Last Reported Sale Prices of a share of Common Stock for at the 10 consecutive Trading-Day period ending on the Trading Day preceding time of the announcement of such distribution, or (2B) the Company distributes to all holders of all or substantially all the its shares of Common Stock, the Company’s cash or other assets, debt securities or rights or warrants to purchase securities of the Companyits securities, which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the preceding 12 months) has a per share value, as reasonably determined by the Company’s Board of Directors, value exceeding 105% of the Last Reported Sale Price of the Common Stock on the Trading Day day preceding the declaration date for such the distribution, then, in or (C) a Fundamental Change occurs. In each case, the Company must notify the Holders, in the 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 Security may surrender Securities be surrendered for conversion into shares of Common Stock at any time after the Company provides notice of such event (1) until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day immediately prior to such the Ex-Dividend Date Time or the date of the Company’s announcement that such the distribution will not take place, in the case of a distribution, or (2) until 40 days thereafter, in the case of a Fundamental Change. The Company will provide notice to the Holders at least 20 days prior to the Ex-Dividend Time for a distribution or within 20 business days of the Securities occurrence of a Fundamental Change, as the case may be, of the occurrence of any such event. In the case of a distribution, Holders may not exercise this right convert Securities if they may will otherwise participate (in the distribution without conversion as a result of holding the Securities. In addition, and any Holder may surrender all or any portion of his or her Securities for conversion at any time at the same time as holders of then-applicable Conversion Rate if the Common Stock participate) in any of Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal would be converted into cash, securities or other property as set forth in Section 413 hereof. In such event, the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the applicable conversion rate, multiplied date announced by the principal Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In the event a Holder does not convert its Security during this time period, such Holder will be entitled to receive, upon conversion, the kind and amount (expressed in thousands) of Securities held by cash, securities or other property that it would have received if it had converted its Security immediately prior to such Holdersconsolidation, without having to convert their Securitiesmerger or binding share exchange.

Conversion Upon Specified Corporate Transactions. Any Holder may surrender all or any portion of his or her Securities for conversion at any time at the then-applicable Conversion Rate if (A) If the Company (1) distributes to all holders of all or substantially all its shares of the Common Stock rights or warrants entitling them to purchase, (for a period expiring within 60 days after the date of the record date for such distribution, ) to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average Sale Price of the Last Reported Sale Prices of a share of Common Stock for at the 10 consecutive Trading-Day period ending on the Trading Day preceding time of the announcement of such distribution, or (2B) the Company distributes to all holders of all or substantially all the its shares of Common Stock, the Company’s cash or other assets, debt securities or rights or warrants to purchase securities of the Companyits securities, which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the preceding 12 months) has a per share value, as reasonably determined by the Company’s Board of Directors, value exceeding 105% of the Last Reported Sale Price of the Common Stock on the Trading Day day preceding the declaration date for such the distribution, then, in or (C) a Fundamental Change occurs. In each case, the Company must notify the Holders, in the 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 Security may surrender Securities be surrendered for conversion into shares of Common Stock at any time after the Company provides notice of such event (1) until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day immediately prior to such the Ex-Dividend Date Time or the date of the Company’s 's announcement that such the distribution will not take place, in the case of a distribution, or (2) until 40 days thereafter, in the case of a Fundamental Change. The Company will provide notice to the Holders at least 20 days prior to the Ex-Dividend Time for a distribution or within 20 business days of the Securities occurrence of a Fundamental Change, as the case may be, of the occurrence of any such event. In the case of a distribution, Holders may not exercise this right convert Securities if they may will otherwise participate (in the distribution without conversion as a result of holding the Securities. In addition, and any Holder may surrender all or any portion of his or her Securities for conversion at any time at the same time as holders of then-applicable Conversion Rate if the Common Stock participate) in any of Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal would be converted into cash, securities or other property as set forth in Section 413 hereof. In such event, the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the applicable conversion rate, multiplied date announced by the principal Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In the event a Holder does not convert its Security during this time period, such Holder will be entitled to receive, upon conversion, the kind and amount (expressed in thousands) of Securities held by cash, securities or other property that it would have received if it had converted its Security immediately prior to such Holdersconsolidation, without having to convert their Securitiesmerger or binding share exchange.

Conversion Upon Specified Corporate Transactions. Any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the then-applicable Conversion Rate if (A) If the Company (1) distributes to all holders of all or substantially all its shares of the Common Stock rights or warrants entitling them to purchase, (for a period expiring within 60 days after the date of the record date for such distribution, ) to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average Sale Price of the Last Reported Sale Prices of a share of Common Stock for at the 10 consecutive Trading-Day period ending on the Trading Day preceding time of the announcement of such distribution, or (2B) the Company distributes to all holders of all or substantially all the its shares of Common Stock, the Company’s cash or other assets, debt securities or rights or warrants to purchase securities of the Companyits securities, which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the preceding 12 months) has a per share value, as reasonably determined by the Company’s Board of Directors, value exceeding 105% of the Last Reported Sale Price of the Common Stock on the Trading Day day preceding the declaration date for such the distribution, then, in or (C) a Fundamental Change occurs. In each case, the Company must notify the Holders, in the 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 Security may surrender Securities be surrendered for conversion into shares of Common Stock at any time after the Company provides notice of such event (1) until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day immediately prior to such the Ex-Dividend Date Time or the date of the Company’s 's announcement that such the distribution will not take place, in the case of a distribution, or (2) until 40 days thereafter, in the case of a Fundamental Change. The Company will provide notice to the Holders at least 20 days prior to the Ex-Dividend Time for a distribution or within 20 business days of the Securities occurrence of a Fundamental Change, as the case may be, of the occurrence of any such event. In the case of a distribution, Holders may not exercise this right convert Securities if they may will otherwise participate (in the distribution without conversion as a result of holding the Securities, and or In addition, any Holder may surrender all or any portion of his or her Securities for conversion into Common Stock at any time at the same time as holders of then-applicable Conversion Rate if the Common Stock participate) in any of Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal would be converted into cash, securities or other property as set forth in Section 411 hereof. In such event, the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the applicable conversion rate, multiplied date announced by the principal Company as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In the event a Holder does not convert its Security during this time period, such Holder will be entitled to receive, upon conversion, the kind and amount (expressed in thousands) of Securities held by cash, securities or other property that it would have received if it had converted its Security immediately prior to such Holdersconsolidation, without having to convert their Securitiesmerger or binding share exchange.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1i) distributes distribute to all holders of all or substantially all of the Common Stock any rights or warrants entitling them to purchase, for a period expiring within 60 45 calendar days after the date Ex-Dividend Date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a share Price of Common Stock for the 10 consecutive Trading-Trading Day period ending on the Trading Day immediately preceding the announcement of Ex-Dividend Date for such distribution, or (2ii) distributes distribute to all holders of all or substantially all the Common Stock, the Company’s Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share valueFair Market Value, as reasonably determined by the Company’s 's Board of Directors, exceeding 1015% of the average of the Last Reported Sale Price of for the Common Stock 10 consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date Ex-Dividend Date for such distribution, then, in each case, the Company must notify the HoldersHolders of such distribution and of their rights under this clause (A), in the manner provided in Section 12.0214.02, 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 Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s 's announcement that such distribution will not take place. Holders of place even if the Securities may are not exercise this right if they may participate (as a result of holding the Securities, and otherwise convertible at the same time as holders of the Common Stock 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securitiestime.

Conversion Upon Specified Corporate Transactions. (A) If Subject to the provisions of this paragraph 9, and subject to and upon compliance with the provisions of the Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (1i) distributes issues rights or warrants to all holders of all or substantially all its outstanding shares of the Common Stock rights entitling them to subscribe for or purchase, for a period expiring within 60 45 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a last reported sale price (as defined above) per share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the announcement date of such distribution, the issuance; or (2ii) distributes to all holders of all its outstanding shares of Common Stock any assets or substantially all the Common Stock, debt securities of the Company’s assets, debt securities or rights to purchase any securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), exceeding 10that exceeds 15% of the Last Reported Sale Price last reported sale price (as defined above) per share of the Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, then, in each case, the Company must notify the Holders, in the 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 and Notes may surrender Securities be surrendered for conversion at any time thereafter until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day business day immediately prior to such Exthe ex-Dividend Date or dividend date and the Company’s announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. Holders of The “ex-dividend date” shall mean the Securities may not exercise this right if they may participate (as a result of holding first date upon which the Securities, and at the same time as holders sale of the Common Stock participate) in any does not automatically transfer the right to receive the relevant distribution from the seller of the transactions described above as if such Holders Common Stock to its buyer. Subject to the provisions of this paragraph 9, and subject to and upon compliance with the provisions of the Securities held a number Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock equal in the event the Company is a party to any consolidation, merger, share exchange or combination pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 11.06 of the Indenture, the Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction and, at the effective time of such transaction, the right to convert a Note into Common Stock will be deemed to have changed into a right to convert such Note 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by record date for such Holders, without having to convert their Securitiestransaction.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distributes distribute to all holders of all or substantially all of the Common Stock any rights or warrants entitling them to purchase, for a period expiring within 60 45 days after the date Ex-Dividend Date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a share Price of Common Stock for the 10 consecutive Trading-Trading Day period ending on the Trading Day immediately preceding the announcement of Ex-Dividend Date for such distribution, or (2) distributes distribute to all holders of all or substantially all the Common Stock, the Company’s Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share valueFair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1015% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date Ex-Dividend Date for such distribution, then, in each case, the Company must notify the HoldersHolders of such distribution and of their rights under this clause (A), in the manner provided in Section 12.0214.02, 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 Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of place even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not exercise this right surrender Securities for conversion if they may the Holders participate (as a result of holding the Securities, and at the same time as holders of the Common Stock participate) in any of the transactions described above in this Section 12.01(a)(iv) as if such Holders of the Securities held a number of shares of Common Stock equal to the applicable conversion rateConversion Rate, multiplied by the principal amount (expressed in thousands) of Securities held by such HoldersHolder, without having to convert their the Securities.

Conversion Upon Specified Corporate Transactions. (A) If Subject to the provisions of this paragraph 9, and subject to and upon compliance with the provisions of the Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (1i) distributes issues rights or warrants to all holders of all or substantially all its outstanding shares of the Common Stock rights entitling them to subscribe for or purchase, for a period expiring within 60 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the average last reported sale price (as defined in Section 11.05(g) of the Last Reported Sale Prices of a Indenture) per share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day trading day (as defined in Section 11.05(g) of the Indenture) immediately preceding the announcement date of such distribution, the issuance; or (2ii) distributes to all holders of all its outstanding shares of Common Stock any assets or substantially all the Common Stock, debt securities of the Company’s assets, debt securities or rights to purchase any securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), exceeding 10that exceeds 15% of the Last Reported Sale Price last reported sale price (as defined in Section 11.05(g) of the Indenture) per share of Common Stock on the Trading Day trading day (as defined in Section 11.05(g) of the Indenture) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the "ex" date (as defined in Section 11.05(g) of the Indenture) for such distribution, then, in each case, the Company must notify the Holders, in the 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 and Notes may surrender Securities be surrendered for conversion at any time thereafter until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day business day immediately prior to such Ex-Dividend Date or the Company’s "ex" date and the announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. Holders Subject to the provisions of this paragraph 9, and subject to and upon compliance with the provisions of the Securities may not exercise this right if they may participate (as a result of holding the SecuritiesIndenture, and at notwithstanding the same time as holders fact that any other condition to conversion has not been satisfied, the Holder of this Note has the Common Stock participate) in any of the transactions described above as if such Holders of the Securities held a number of right to convert this Note into shares of Common Stock equal in the event the Company is a party to any consolidation, merger, share exchange or combination or a sale, conveyance or other disposition of all or substantially all of the property and assets of the Company pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 11.06 of the Indenture, the Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction and, at the effective time of such transaction, the right to convert a Note into Common Stock will be deemed to have changed into a right to convert such Note 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 applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by record date for such Holders, without having to convert their Securitiestransaction.

Conversion Upon Specified Corporate Transactions. (A) If If, prior to June 1, 2019, the Company elects to (1) distributes distribute to all holders of all or substantially all of the Common Stock any rights or warrants (other than pursuant to a rights plan) entitling them to purchase, for a period expiring within 60 45 days after the date Ex-Dividend Date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a share Price of Common Stock for the 10 consecutive Trading-Trading Day period ending on the Trading Day immediately preceding the announcement of Ex-Dividend Date for such distribution, or (2) distributes distribute to all holders of all or substantially all the Common Stock, the Company’s Stock assets, debt securities or rights to purchase securities of the CompanyCompany (other than pursuant to a rights plan), which distribution has a per share valueFair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1015% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date Ex-Dividend Date for such distribution, then, in each case, the Company must notify the HoldersHolders of such distribution and of their rights under this clause (A), in the manner provided in Section 12.0214.01, 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 Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of place even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not exercise this right surrender Securities for conversion if they may the Holders participate (as a result of holding the Securities, and at the same time as holders of the Common Stock participate) in any of the transactions described above in this Section 12.01(iii)(A) as if such Holders of the Securities held a number of shares of Common Stock equal to the applicable conversion rateConversion Rate, multiplied by the principal amount (expressed in thousands) of Securities held by such HoldersHolder, without having to convert their the Securities.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distributes distribute to holders of all or substantially all holders of the Common Stock rights or warrants entitling them to purchase, for a period expiring within 60 45 days after the record date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of a share Price of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day immediately preceding the announcement of declaration date for such distribution, or (2) distributes distribute to all holders of all or substantially all the Common Stock, the Company’s assetsStock assets (including cash), debt securities or rights to purchase securities of the Company, which distribution has a per share valueFair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1015% of the Last Reported Sale Price of the Common Stock on the Trading Day day immediately preceding the declaration date for such distribution, then, in each case, the Company must notify the HoldersHolders of such distribution and of their rights under this clause (A), in the manner provided in Section 12.0214.02, at least 35 23 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of place even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, a Holder may not exercise this right if they may it is permitted to participate (as a result of holding in the Securities, and distribution without conversion at the same time and on the same terms as holders of the Common Stock participate) in any of the transactions described above as if such Holders Holder of the Securities held a number of shares of Common Stock equal to the applicable conversion rate, 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 HoldersHolder. Solely for purposes of the foregoing sentence, without having the Observation Period used to convert their Securitiescalculate 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.