Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. If the Company: (1) distributes to all or substantially all holders of its Company Common Stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of Company Common Stock at a price per share less than the average Closing Sale Price of Company Common Stock for the ten consecutive Trading Days immediately preceding, but excluding, the declaration date for such distribution; or (2) makes a distribution to all or substantially all holders of its Company Common Stock cash, other assets, securities or rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Company Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company shall notify all Holders at least 30 Business Days prior to the Ex-Date for any such distribution by notice in writing. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes for conversion at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Date or the Company’s public announcement that such distribution shall not take place. A Holder may not convert any of its Notes based on this Section 10.01(b) if as a result of holding its Notes such Holder shall otherwise participate in the distribution, without converting the Notes, at the same time and on the same terms as holders of the Company Common Stock as if such Holder held a number of shares of Company Common Stock equal to the Conversion Rate on the Record Date of such distribution for each $1,000 principal amount of Notes held by such Holder (calculated on an aggregate basis per Holder).

Conversion Upon Specified Corporate Transactions. If the Company: Company (1) distributes to holders of all or substantially all holders of its Company the Common Stock rights, options or warrants rights entitling them to purchase, for a period expiring within 60 days after the date of 60 calendar days or less from the declaration date for such distribution, shares of Company Common Stock at a price per share less than the average Closing of the Last Reported Sale Price Prices of Company a share of Common Stock for the ten 10 consecutive Trading-Day period ending on the Trading Days immediately preceding, but excluding, Day preceding the declaration date for announcement of such distribution; or , or (2) makes a distribution distributes to holders of all or substantially all holders of its Company the Common Stock cashStock, other the Company’s assets, debt securities or rights to purchase securities of the Company (other than pursuant to a rights plan)Company, which distribution has a per share value value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Closing Last Reported Sale Price of the Company Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company shall must notify all Holders the Holders, in the manner provided in Section 12.02, at least 30 Business 35 Scheduled Trading Days prior to the Ex-Dividend Date for any such distribution by notice in writingdistribution. Once the Company has given such notice, a Holder Holders may surrender all or a portion of its Notes Securities for conversion at any time until the earlier of the close of business 5:00 p.m., New York City time, on the Business Day immediately preceding the prior to such Ex-Dividend Date or the Company’s public announcement that such distribution shall will not take place. A Holder Holders of the Securities may not convert any of its Notes based on exercise this Section 10.01(b) right if they may participate (as a result of holding its Notes such Holder shall otherwise participate in the distributionSecurities, without converting the Notes, and at the same time and on the same terms as holders of the Company Common Stock participate) in any of the transactions described above as if such Holder Holders of the Securities held a number of shares of Company Common Stock equal to the Conversion Rate on applicable conversion rate, multiplied by the Record Date of such distribution for each $1,000 principal amount (expressed in thousands) of Notes Securities held by such Holder (calculated on an aggregate basis per Holder)Holders, without having to convert their Securities.

Conversion Upon Specified Corporate Transactions. (A) If the Company: Company elects to: (1) distributes distribute to all or substantially all holders of its Company the Company’s Common Stock rights, options or warrants rights entitling them to purchase, for a period expiring within 60 days after the date of 60 calendar days or less from the declaration date for such distribution, shares of Company the Company’s Common Stock at a price per share less than the average Closing Sale Price sale price of Company Common Stock for the ten consecutive Trading Days immediately preceding, but excluding, the declaration date for such distribution; or (2) makes a distribution to all or substantially all holders of its Company Common Stock cash, other assets, securities or rights to purchase securities share of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Company Company’s Common Stock on the Trading Day immediately preceding the declaration date of the distribution, or (2) distribute to all holders of the Company’s Common Stock the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Company’s board of directors exceeding 10% of the sale price of a share of the Company’s Common Stock on the Trading Day immediately preceding the declaration date of the distribution, the Company must notify the Holders of the Securities at least 20 days prior to the ex-dividend date for such distribution, then, in each case, the Company shall notify all Holders at least 30 Business Days prior to the Ex-Date for any such distribution by notice in writing. Once the Company has given Upon such notice, a Holder Holders may surrender all or a portion of its Notes their Securities for conversion at any time until the earlier of the close of business on the Business Day immediately preceding prior to the Exex-Date dividend date or the Company’s public announcement that such distribution shall will not take place, even if the Securities are not otherwise convertible at such time. A No Holder may not exercise this right to convert any of its Notes based on this Section 10.01(b) if as a result of holding its Notes such the Holder shall otherwise may participate in the distributiondistribution without conversion. The ex-dividend date is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. (B) If the Company is a party to a consolidation, without converting merger or binding share exchange pursuant to which the NotesCompany’s Common Stock would be converted into cash or property other than securities, a Holder may surrender Securities for conversion at any time from and after the date that is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction. If the Company engages in a reclassification of the Company’s Common Stock or is a party to a consolidation, merger, binding share exchange or transfer of all or substantially all of the Company’s assets pursuant to which the Company’s Common Stock is converted into cash, securities or other property, then at the same effective time and on the same terms as holders of the Company transaction, the right to convert a Security into the Company’s Common Stock as shall be changed into a right to convert a Security into the kind and amount of cash, securities or other property that the Holder would have received if such the Holder held a number of shares of Company Common Stock equal had converted its Securities immediately prior to the Conversion Rate on applicable record date for such transaction. If the Record Date transaction also constitutes a Fundamental Change, a Holder may require the Company to purchase all or a portion of such distribution for each $1,000 principal amount its Securities as set forth in Article 11 of Notes held by such Holder (calculated on an aggregate basis per Holder)the Indenture.

Conversion Upon Specified Corporate Transactions. If the Company: (1) distributes to all or substantially all holders of its Company Common Stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of Company Common Stock at a price per share less than the average Closing Sale Price of Company Common Stock for the ten consecutive Trading Days immediately preceding, but excluding, the declaration date for such distribution; or (2) makes a distribution to all or substantially all holders of its Company Common Stock cash, other assets, securities or rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Company Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company shall notify all Holders at least 30 45 Business Days prior to the Ex-Date for any such distribution by notice in writing. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes for conversion at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Date or the Company’s public announcement that such distribution shall not take place. A Holder may not convert any of its Notes based on this Section 10.01(b) if as a result of holding its Notes such Holder shall otherwise participate in the distribution, without converting the Notes, at the same time and on the same terms as holders of the Company Common Stock as if such Holder held a number of shares of Company Common Stock equal to the Conversion Rate on the Record Date of such distribution for each $1,000 principal amount of Notes held by such Holder (calculated on an aggregate basis per Holder).

Conversion Upon Specified Corporate Transactions. If the Company: (1) distributes to all or substantially all holders of its Company Common Stock rights, options or warrants entitling them to purchase, for a period of 60 45 calendar days or less from the declaration date for such distribution, shares of Company Common Stock at a price per share less than the average Closing Sale Price of Company Common Stock for the ten consecutive Trading Days immediately preceding, but excluding, the declaration date for such distribution; or (2) makes a distribution to all or substantially all holders of its Company Common Stock cash, other assets, securities or rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Company Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company shall notify all Holders at least 30 Business Days (or 10 Business Days if the Company elects Physical Settlement for related conversions pursuant to Section 10.02(b)) prior to the Ex-Date for any such distribution by notice in writingdistribution. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes for conversion at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Ex- Date or the Company’s public announcement that such distribution shall not take place. A Holder may not convert any of its Notes based on this Section 10.01(b) if as a result of holding its Notes such Holder shall otherwise participate in the distribution, without converting the Notes, at the same time and on the same terms as holders of the Company Common Stock as if such Holder held a number of shares of Company Common Stock equal to the Conversion Rate on the Record Date of such distribution for each $1,000 principal amount of Notes held by such Holder (calculated on an aggregate basis per Holder).

Conversion Upon Specified Corporate Transactions. (A) If the Company: Company elects to: (1) distributes distribute to all or substantially all holders of its Company the Company’s Common Stock rights, options or warrants rights entitling them to purchase, for a period expiring within 45 days after the date of 60 calendar days or less from the declaration date for such distribution, shares of Company the Company’s Common Stock at a price per share less than the average Closing Sale Price sale price of Company Common Stock for the ten consecutive Trading Days immediately preceding, but excluding, the declaration date for such distribution; or (2) makes a distribution to all or substantially all holders of its Company Common Stock cash, other assets, securities or rights to purchase securities share of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Company Company’s Common Stock on the Trading Day immediately preceding the declaration date for such of the distribution, thenor (2) distribute to all holders of the Company’s Common Stock the Company’s assets, in each casedebt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Company’s board of directors exceeding 15% of the sale price of a share of the Company’s Common Stock on the Trading Day immediately preceding the declaration date of the distribution, the Company shall must notify all the Holders of the Securities at least 30 20 Business Days prior to the Exex-Date dividend date for any such distribution by notice in writingdistribution. Once the Company has given Upon such notice, a Holder Holders may surrender all or a portion of its Notes their Securities for conversion at any time until the earlier of the close of business on the Business Day immediately preceding prior to the Exex-Date dividend date or the Company’s public announcement that such distribution shall will not take place, even if the Securities are not otherwise convertible at such time. A No Holder may not exercise this right to convert any of its Notes based on this Section 10.01(b) if as a result of holding its Notes such the Holder shall otherwise may participate in the distributiondistribution without conversion. The ex-dividend date is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. (B) If the Company is a party to a consolidation, without converting merger or binding share exchange pursuant to which the NotesCompany’s Common Stock would be converted into cash or property other than securities, a Holder may surrender Securities for conversion at any time from and after the date that is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction. If the Company engages in a reclassification of the Company’s Common Stock or is a party to a consolidation, merger, binding share exchange or transfer of all or substantially all of the Company’s assets pursuant to which the Company’s Common Stock is converted into cash, securities or other property, then at the same effective time and on the same terms as holders of the Company transaction, the right to convert a Security into the Company’s Common Stock as shall be changed into a right to convert a Security into the kind and amount of cash, securities or other property that the Holder would have received if such the Holder held a number of shares of Company Common Stock equal had converted its Securities immediately prior to the Conversion Rate on applicable record date for such transaction. If the Record Date transaction also constitutes a Change of such distribution for each $1,000 principal amount Control, a Holder may require the Company to purchase all or a portion of Notes held by such Holder (calculated on an aggregate basis per Holder)its Securities as set forth in Article 11 of the Indenture.