Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. If: (1) (A) the Company elects to distribute to all holders of Common Stock rights or warrants entitling them to purchase shares of Common Stock at a price per share that is less than the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, (B) the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time and the date the Company announces that such distribution will not take place, in the case of (A) or (B), or (y) 30 days after the Change of Control notice is given by the Company, in the case of (C), provided that Securities shall not become convertible pursuant to any distribution described above in (A) or (B) of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without conversion of their Securities or if such distribution consists solely of a distribution of rights pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the shares of Common Stock, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan; or (2) the Company is party to a Merger Transaction, then the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date of such Merger Transaction until 15 days after actual date of such Merger Transaction.

Conversion Upon Specified Corporate Transactions. If: (1) (A) 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 elects to distribute (i) issues rights or warrants to all holders of its outstanding shares of Common Stock rights or warrants entitling them to purchase subscribe for or purchase, for a period expiring within 45 days after the date of issuance, shares of Common Stock at a price per share that is less than the Current Market 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 the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution, (B) . The Company will be required to give notice to the Company elects Holders at least 20 business days prior to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the ex-dividend date of declaration of for such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities and Notes may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, thereafter until either (x) the earlier of the close of business on the Business Day business day immediately preceding prior to the Exex-Dividend Time dividend date and the date announcement by the Company announces that such distribution will not take place, in even if the case Notes are not otherwise convertible at such time. The “ex-dividend date” shall mean the first date upon which the sale of (A) or (B), or (y) 30 days after the Change Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of Control notice is given by the Company, in Common Stock to its buyer. Subject to the case of (C), provided that Securities shall not become convertible pursuant to any distribution described above in (A) or (B) provisions of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without 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 their Securities or if such distribution consists solely of a distribution of rights pursuant this Note has the right to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the convert this Note into shares of Common StockStock in the event the Company is a party to any consolidation, if anymerger, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether share exchange or not the rights have separated from combination pursuant to which the Common Stock at the time of conversion)would be converted into cash, subject to the limitations securities or other property as set forth in Section 11.06 of the Rights Plan; or (2) Indenture, the Company is party to a Merger Transaction, then the Securities Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date of such Merger Transaction the transaction until 15 days after the actual effective date of such Merger Transactiontransaction 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 record date for such transaction.

Conversion Upon Specified Corporate Transactions. If: (1) 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) the Company elects to distribute distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the record date for such distribution) to subscribe for or purchase shares of Common Stock Stock, at a price per share that is less than the Current Market Sale Price of the Common Stock on at the Trading Day immediately preceding time of the date of declaration announcement of such distribution, (B) the Company elects to distribute distributes to all holders of its shares of Common Stock Stock, cash or other assets, debt securities or other evidence of indebtedness rights or other rights warrants to purchase the Company’s its securities, where the Fair Market Value of such which distribution attributable to one share of Common Stock, when aggregated (together with all other such distributions made within covered by this clause (B) not triggering a conversion right during the 180 days preceding the date of declaration of such distribution, exceeds 1512 months) has a per share value exceeding 5% of the Current Market Sale Price of the Common Stock on the Trading Day immediately day preceding the declaration date of declaration of such for the distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Fundamental Change of Control occurs; then, in . In each case, the Securities Security may be surrendered for conversion into shares of Common Stock at any time on or after the date that the Company gives provides notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of event (A1) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding prior to the Ex-Dividend Time and or the date of the Company announces Company's announcement that such the distribution will not take place, in the case of (A) or (B)a distribution, or (y2) 30 until 40 days after the Change of Control notice is given by the Companythereafter, in the case of (C)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 occurrence of a Fundamental Change, provided that Securities shall not become convertible pursuant to as the case may be, of the occurrence of any distribution described above in (A) or (B) such event. In the case of this Section 10.1(b)(vii)(1) if all a distribution, Holders may not convert Securities if they will otherwise participate in such the distribution without conversion as a result of their holding the Securities. In addition, 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 the Company consolidates with or if such distribution consists solely of merges into another corporation, or is a distribution of rights party to a binding share exchange pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and which the shares of Common StockStock would be converted into cash, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether securities or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations other property as set forth in Section 413 hereof. In such event, the Rights Plan; or (2) the Company is party to a Merger Transaction, then the Securities Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date time of such Merger Transaction transaction until 15 days after the actual date of such Merger Transactiontransaction. 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 of cash, securities or other property that it would have received if it had converted its Security immediately prior to such consolidation, merger or binding share exchange.

Conversion Upon Specified Corporate Transactions. If: (1) (A) 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 elects to distribute (i) issues rights or warrants to all holders of its outstanding shares of Common Stock rights or warrants entitling them to purchase subscribe for or purchase, for a period expiring within 60 days after the date of issuance, shares of Common Stock at a price per share that is less than the Current Market 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 the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale price (as defined in Section 11.05(g) of the Indenture) per share of Common Stock on the 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 (Bas defined in Section 11.05(g) of the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of Indenture) for such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities and Notes may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, thereafter until either (x) the earlier of the close of business on the Business Day business day immediately preceding prior to the Ex-Dividend Time "ex" date and the date announcement by the Company announces that such distribution will not take place, in even if the case of (A) or (B), or (y) 30 days after Notes are not otherwise convertible at such time. Subject to the Change of Control notice is given by the Company, in the case of (C), provided that Securities shall not become convertible pursuant to any distribution described above in (A) or (B) provisions of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without 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 their Securities or if such distribution consists solely of a distribution of rights pursuant this Note has the right to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the convert this Note into shares of Common StockStock in the event the Company is a party to any consolidation, if anymerger, issuable upon conversion share exchange or combination or a sale, conveyance or other disposition of their Securities, all or substantially all of the rights described in such Rights Plan (whether or not property and assets of the rights have separated from Company pursuant to which the Common Stock at the time of conversion)would be converted into cash, subject to the limitations securities or other property as set forth in Section 11.06 of the Rights Plan; or (2) Indenture, the Company is party to a Merger Transaction, then the Securities Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date of such Merger Transaction the transaction until 15 days after the actual effective date of such Merger Transactiontransaction 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 record date for such transaction.

Conversion Upon Specified Corporate Transactions. If: (1) (A) the Company elects to distribute to all holders of Common Stock rights or warrants entitling them to purchase shares of Common Stock at a price per share that is less than the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, (B) the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s 's securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time and the date the Company announces that such distribution will not take place, in the case of (A) or (B), or (y) 30 days after notice of the Change of Control notice is given by the Company, in the case of (C)) , provided that Securities shall not become convertible pursuant to any distribution described above in (A) or (B) of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without conversion of their Securities or if such distribution consists solely of a distribution of rights pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the shares of Common Stock, if any, Stock issuable upon conversion of their Securities, the rights described in such Rights Plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan; or (2) the Company is party to a Merger Transactionconsolidation, merger, binding share exchange or transfer or lease of all or substantially all of its assets pursuant to which the shares of Common Stock would be converted into, or into the right to receive, cash, securities or other property as set forth in Section 10.4, then the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date time of such Merger Transaction transaction until 15 days after the actual effective date of such Merger Transactiontransaction.

Conversion Upon Specified Corporate Transactions. If: (A) If the Company (1) (A) the Company elects distributes to distribute to all holders of all or substantially all of the Common Stock rights any rights, options or warrants (other than pursuant to an adoption of a stockholders’ rights plan to the extent that the rights have not separated from the Common Stock) entitling them to purchase subscribe for or purchase, for a period expiring within 45 calendar days after the date of the distribution, shares of Common Stock at a price per share that is less than the Current Market average of the Last Reported Sale Prices of a share of Common Stock for the ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date for 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 (excluding distributions described under Sections 15.02(a) and 15.02(b) hereof and other than pursuant to an adoption of a stockholders’ rights plan to the extent that the rights have not separated from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of declaration of for such distribution, (B) the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities may be surrendered for conversion Company must notify the Holders, in the manner provided in Section 15.01(a), at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days least 45 Scheduled Trading Days prior to the Ex-Dividend Time Date for such distribution. Once the Company has given such notice, in the case a Holder may surrender all or a portion of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, its Notes for conversion at any time until either (x) the earlier of the close of business on the Business Day immediately preceding prior to the opening of business on such Ex-Dividend Time and Date or the date the Company announces Company’s announcement that such distribution will shall not take place, in . Holders of the case of (A) or (B), or (y) 30 days after the Change of Control notice is given by Notes may not exercise this right if the Company, at its election, provides for the Holders of the Notes to participate (as a result of holding the Notes, and at the same time as holders of the Common Stock participate) in any of such transactions described in clauses (1) and (2) of this (iii)(A) as if such Holders of the case Notes held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (C)expressed in thousands) of Notes held by such Holders, provided that Securities shall not become convertible pursuant without having to any distribution described above in (A) or convert their Notes. (B) of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without conversion of their Securities or if such distribution consists solely of a distribution of rights pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the shares of Common Stock, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan; or (2) If the Company is party to a Merger Transactiontransaction or an event that would be a Fundamental Change or a Make-whole Fundamental Change, then in each case giving effect to the Securities proviso at the end of the definition of Fundamental Change, and such transaction or event were to occur or is anticipated to occur, the Company must notify the Conversion Agent and Holders, in the manner provided in Section 15.01(a), at least 45 Scheduled Trading Days prior to the anticipated effective date for such transaction or event or, if such prior notice is not practicable in the case of a transaction or an event described under clause (1) of the definition of Fundamental Change, within two Scheduled Trading Days of becoming aware of such transaction or event. Once the Company has given such notice, a Holder may be surrendered surrender all or a portion of its Notes for conversion at any time from and after until the date which is 15 days prior to earlier of (i) the date announced by close of business on the Company as 35th calendar day immediately following the anticipated actual effective date of such Merger Transaction until 15 transaction (or, if such transaction also constitutes a Fundamental Change, the close of business on the Business Day immediately preceding the related Fundamental Change Purchase Date) and (ii) the date the Company notifies Holders of Notes that such transaction has been terminated and shall not occur. If the Company notifies Holders of any such transaction or event after the 45th Scheduled Trading Day prior to the actual effective date, the aforementioned period during which Holders may surrender their Notes for conversion shall be extended by a number of days after equal to the number of days from, and including, the 45th Scheduled Trading Day prior to the actual effective date for such transaction or event to, but excluding, the date of such Merger Transactionthe notice; provided that Holders may not surrender their Notes for conversion after the Maturity Date.

Conversion Upon Specified Corporate Transactions. If: (1) 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) the Company elects to distribute distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the record date for such distribution) to subscribe for or purchase shares of Common Stock Stock, at a price per share that is less than the Current Market Sale Price of the Common Stock on at the Trading Day immediately preceding time of the date of declaration announcement of such distribution, (B) the Company elects to distribute distributes to all holders of its shares of Common Stock Stock, cash or other assets, debt securities or other evidence of indebtedness rights or other rights warrants to purchase the Company’s its securities, where the Fair Market Value of such which distribution attributable to one share of Common Stock, when aggregated (together with all other such distributions made within covered by this clause (B) not triggering a conversion right during the 180 days preceding the date of declaration of such distribution, exceeds 1512 months) has a per share value exceeding 5% of the Current Market Sale Price of the Common Stock on the Trading Day immediately day preceding the declaration date of declaration of such for the distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Fundamental Change of Control occurs; then, in . In each case, the Securities Security may be surrendered for conversion into shares of Common Stock at any time on or after the date that the Company gives provides notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of event (A1) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding prior to the Ex-Dividend Time and or the date of the Company announces Company’s announcement that such the distribution will not take place, in the case of (A) or (B)a distribution, or (y2) 30 until 40 days after the Change of Control notice is given by the Companythereafter, in the case of (C)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 occurrence of a Fundamental Change, provided that Securities shall not become convertible pursuant to as the case may be, of the occurrence of any distribution described above in (A) or (B) such event. In the case of this Section 10.1(b)(vii)(1) if all a distribution, Holders may not convert Securities if they will otherwise participate in such the distribution without conversion as a result of their holding the Securities. In addition, 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 the Company consolidates with or if such distribution consists solely of merges into another corporation, or is a distribution of rights party to a binding share exchange pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and which the shares of Common StockStock would be converted into cash, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether securities or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations other property as set forth in Section 413 hereof. In such event, the Rights Plan; or (2) the Company is party to a Merger Transaction, then the Securities Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date time of such Merger Transaction transaction until 15 days after the actual date of such Merger Transactiontransaction. 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 of cash, securities or other property that it would have received if it had converted its Security immediately prior to such consolidation, merger or binding share exchange.

Conversion Upon Specified Corporate Transactions. If: (1) 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) the Company elects to distribute distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the record date for such distribution) to subscribe for or purchase shares of Common Stock Stock, at a price per share that is less than the Current Market Sale Price of the Common Stock at the time of the announcement of such distribution, (B) the Company distributes to all holders of its shares of Common Stock, 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 business, whether annually or more often than annually, with a per share value (together with the per share value of all other regular ordinary course cash dividends paid pursuant to this exception during the past twelve months) of no more than 5% of the Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of declaration of such for the distribution), which distribution (together with all other distributions covered by this clause (B) not triggering a conversion right during the Company elects to distribute to all holders preceding 12 months) has a per share value (as determined by the Board of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds 15Directors whose determination shall be conclusive and described in a Board Resolution) exceeding 5% of the Current Market Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of declaration of such for the distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Fundamental Change of Control occurs; then, in . In each case, the Securities Security may be surrendered for conversion into shares of Common Stock at any time on or after the date that the Company gives provides notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of event (A1) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding prior to the Ex-Dividend Time and or the date of the Company announces Company's announcement that such the distribution will not take place, in the case of (A) or (B)a distribution, or (y2) 30 until 40 days after the Change of Control notice is given by the Companythereafter, in the case of (C)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 occurrence of a Fundamental Change, provided that Securities shall not become convertible pursuant to as the case may be, of the occurrence of any distribution described above in (A) or (B) such event. In the case of this Section 10.1(b)(vii)(1) if all a distribution, Holders may not convert Securities if they will otherwise participate in such the distribution without conversion as a result of their holding the Securities. 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 then-applicable Conversion Rate if the Company consolidates with or if such distribution consists solely of merges into another corporation, or is a distribution of rights party to a binding share exchange, in each case pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and which the shares of Common StockStock would be converted into cash, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether securities or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations other property as set forth in Section 411 hereof. In such event, the Rights Plan; or (2) the Company is party to a Merger Transaction, then the Securities Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date time of such Merger Transaction transaction until 15 days after the actual date of such Merger Transactiontransaction. 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 of cash, securities or other property that it would have received if it had converted its Security immediately prior to such consolidation, merger or binding share exchange.

Conversion Upon Specified Corporate Transactions. If: (1) 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) the Company elects to distribute distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the record date for such distribution) to subscribe for or purchase shares of Common Stock Stock, at a price per share that is less than the Current Market Sale Price of the Common Stock on at the Trading Day immediately preceding time of the date of declaration announcement of such distribution, (B) the Company elects to distribute distributes to all holders of its shares of Common Stock Stock, cash or other assets, debt securities or other evidence of indebtedness rights or other rights warrants to purchase the Company’s its securities, where the Fair Market Value of such which distribution attributable to one share of Common Stock, when aggregated (together with all other such distributions made within covered by this clause (B) not triggering a conversion right during the 180 days preceding the date of declaration of such distribution, exceeds 1512 months) has a per share value exceeding 5% of the Current Market Sale Price of the Common Stock on the Trading Day immediately day preceding the declaration date of declaration of such for the distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Fundamental Change of Control occurs; then, in . In each case, the Securities Security may be surrendered for conversion into shares of Common Stock at any time on or after the date that the Company gives provides notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of event (A1) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding prior to the Ex-Dividend Time and or the date of the Company announces Company's announcement that such the distribution will not take place, in the case of (A) or (B)a distribution, or (y2) 30 until 40 days after the Change of Control notice is given by the Companythereafter, in the case of (C)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 occurrence of a Fundamental Change, provided that Securities shall not become convertible pursuant to as the case may be, of the occurrence of any distribution described above in (A) or (B) such event. In the case of this Section 10.1(b)(vii)(1) if all a distribution, Holders may not convert Securities if they will otherwise participate in such the distribution without conversion as a result of their holding the Securities, 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 then-applicable Conversion Rate if the Company consolidates with or if such distribution consists solely of merges into another corporation, or is a distribution of rights party to a binding share exchange pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and which the shares of Common StockStock would be converted into cash, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether securities or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations other property as set forth in Section 411 hereof. In such event, the Rights Plan; or (2) the Company is party to a Merger Transaction, then the Securities Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date time of such Merger Transaction transaction until 15 days after the actual date of such Merger Transactiontransaction. 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 of cash, securities or other property that it would have received if it had converted its Security immediately prior to such consolidation, merger or binding share exchange.

Conversion Upon Specified Corporate Transactions. If: (1) (A) If, prior to June 1, 2019, the Company elects to (1) distribute to all holders of Common Stock any rights or warrants (other than pursuant to a rights plan) entitling them to purchase purchase, for a period expiring within 45 days after the Ex-Dividend Date of the distribution, shares of Common Stock at a price per share that is less than the Current Market average of the Last Reported Sale Price of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of declaration of Ex-Dividend Date for such distribution, or (B2) the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share Fair Market Value, as determined by the Company’s securitiesBoard of Directors, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds exceeding 15% of the Current Market Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of declaration of Ex-Dividend Date for such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities may be surrendered for conversion at any time on or after the date that the Company gives notice to must notify the Holders of such conversion rightdistribution and of their rights under this clause (A), which notice shall be given not less than 20 days in the manner provided in Section 14.01, at least 35 Scheduled Trading Days prior to the Ex-Dividend Time Date for such distribution. Once the Company has given such notice, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, Holders may surrender Securities for conversion at any time until either (x) 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 Time and Date or the date the Company announces Company’s announcement that such distribution will not take placeplace even if the Securities are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not surrender Securities for conversion if the Holders participate (as a result of holding the Securities, and at the same time as holders of Common Stock participate) in any of the case transactions described in this Section 12.01(iii)(A) as if such Holders of (A) or (B)the Securities held a number of shares of Common Stock equal to the applicable Conversion Rate, or (y) 30 days after the Change of Control notice is given multiplied by the Companyprincipal amount (expressed in thousands) of Securities held by such Holder, in without having to convert the case of (C), provided that Securities shall not become convertible pursuant to any distribution described above in (A) or Securities. (B) of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without conversion of their Securities or if such distribution consists solely of If a distribution of rights pursuant to a Rights Plan, provided that Fundamental Change occurs (after giving effect to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the shares of Common Stock, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations proviso set forth in the Rights Plan; or (2definition thereof relating to Publicly Traded Securities) or the Company is party to a Merger Transactioncombination, then merger, binding share exchange or sale, lease or other transfer of all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, in each case pursuant to which Common Stock would be converted into cash, securities and/or other property that does not also constitute a Fundamental Change, the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 14.01, no later than five Business Days after the effective date of such transaction. Holders may surrender Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective date of such Merger Transaction transaction until 15 days the 35th day after actual the effective date of such Merger Transactiontransaction or, if later, 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 amount of cash, the number of shares of Common Stock issuable or the combination of cash payable and the number of shares of Common Stock issuable, if any, upon conversion of a Security shall be determined as set forth in Section 12.01(d).