Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute to all holders of Common Stock any rights or warrants entitling them to 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 less than the average of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the 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 must notify the Holders of such distribution and of their rights under this clause (A), in the manner provided in Section 106 of the 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 Notes 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 even if the Notes are not otherwise convertible at such time.

Conversion Upon Specified Corporate Transactions. (A) If Prior to the close of business on the Business Day immediately preceding September 15, 2019, if the Company elects to (1) distribute issues to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 60 days after the Ex-Dividend Date date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Business Day immediately preceding the Ex-Dividend Date for commencement of such distributionissuance, or (2) distribute distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of DirectorsDirectors of the Company, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately day preceding the Ex-Dividend Date declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A)Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, the close of business on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place place, even if the Notes Securities are not otherwise convertible at such time.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute distributes to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 60 calendar days after the Ex-Dividend Date date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Business Day immediately preceding the Ex-Dividend Date for announcement of such distributionissuance, or (2) distribute distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately day preceding the Ex-Dividend Date declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution Trustee, the Conversion Agent and of their rights under this clause (A)the Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes all or a portion of their 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 even if the Notes are not otherwise convertible at such timeplace.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute to all holders of Common Stock any rights or warrants entitling them to 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 less than the average of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date declaration date for such distribution, or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the 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 declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A), in the manner provided in Section 106 1.7 of the Base Original Indenture, at least 15 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes 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 even if the Notes Securities are not otherwise convertible at such time.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute issues to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 60 days after the Ex-Dividend Date date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for commencement of such distributionissuance, or (2) distribute distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A)Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes 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 even if the Notes are not otherwise convertible at such timeplace.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute distributes to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 60 calendar days after the Ex-Dividend Date date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Business Day immediately preceding the Ex-Dividend Date for announcement of such distributionissuance, or (2) distribute distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution Trustee, the Conversion Agent and of their rights under this clause (A)the Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes all or a portion of their 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 even if the Notes are not otherwise convertible at such timeplace.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute issues to all or substantially all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 60 days after the Ex-Dividend Date date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price of a share of Common Stock for the 10 consecutive Trading Day period ending on the Trading Business Day immediately preceding the Ex-Dividend Date for commencement of such distributionissuance, or (2) distribute distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company’s Board of Directors, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately day preceding the Ex-Dividend Date declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A)Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes 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 even if the Notes are not otherwise convertible at such timeplace.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute to all holders of Common Stock any rights or warrants entitling them to 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 less than the average of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the 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 must notify the Holders of such distribution and of their rights under this clause (A), in the manner provided in Section 106 of the Base Indenture14.02, 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 Notes 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 even if the Notes Securities are not otherwise convertible at such time.

Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute to all holders of Common Stock any rights or warrants entitling them to 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 less than the average of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date declaration date for such distribution, or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the 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 declaration date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A), in the manner provided in Section 106 1.7 of the Base Original Indenture, at least 15 61 days prior to the 25th Scheduled Trading Days prior to Day before the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Notes 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 even if the Notes Securities are not otherwise convertible at such time.