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. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 106 of the Base Indenture, at least 15 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Notes for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount of Notes if the portion is $1,000 or a multiple of $1,000. 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 Note shall be determined as set forth in Section 11.01(d).

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. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without without, for the avoidance of doubt, giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B)Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until seven Scheduled Trading Days 35 calendar days after the actual effective date of such transaction or, (or if latersuch transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). (C) A Holder may surrender all or a portion of such Holder’s Notes for conversion, if If a Fundamental Change of the type described in clause (1) or (35) in the definition thereof occurs. In such event, Holders may surrender Notes Securities for conversion at any time beginning on the actual Effective Date effective date of such Fundamental Change until and including the date which is seven Scheduled Trading Days 30 calendar days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount principal amount of Notes Securities if the portion is $1,000 or a multiple of $1,000. The number of shares of Common Stock issuable or the combination of cash payable payable, and the number of shares of Common Stock issuable, if any, upon conversion of a Note Security shall be determined as set forth in Section 11.01(d12.01(c).

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. (B) If the Company is party to a transaction described in clause (2ii) of the definition of Fundamental Change (without giving effect to the proviso set forth in clause (ii) of such clause definition or to the proviso set forth in the such definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B)Holders, in the manner provided in Section 106 of the Base Indenture13.02, at least 15 35 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until seven Scheduled Trading Days 35 calendar days after the actual effective date of such transaction or, (or if latersuch transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). (C) A Holder may surrender all or a portion of such Holder’s Notes for conversion, if If a Fundamental Change of the type described in clause (1) or (35) in the definition thereof occurs. In such event, Holders may surrender Notes Securities for conversion at any time beginning on the actual Effective Date effective date of such Fundamental Change until and including the date which is seven Scheduled Trading Days 35 calendar days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount principal amount of Notes Securities if the portion is $1,000 or a multiple of $1,000. The number of shares of Common Stock issuable or the combination of cash payable payable, and the number of shares of Common Stock issuable, if any, upon conversion of a Note Security shall be determined as set forth in Section 11.01(d12.01(c).

Conversion Upon Specified Corporate Transactions. (Ai) If the Company elects to (1) distribute to all holders of Common Stock any Ordinary Shares: (A) rights or warrants entitling them to purchase, subscribe for a period expiring within 45 days after the Ex-Dividend Date of the distribution, shares of Common Stock or purchase Ordinary Shares at a price per share less than the average current market price on the record date for such issuance (excluding purchase rights governed by a shareholder rights plan, if any); or (B) cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in Section 11.06(i) or (ii)), which distribution, together with all other such distributions within the preceding twelve months, has a per share value exceeding 10% of the Last Reported Sale Price current market price of Common Stock for the 10 consecutive Trading Day period ending on Ordinary Shares as of 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 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 20 days prior to the Exex-Dividend Date dividend date for such distribution. Once the Company has given such notice, Holders a Holder may surrender Notes its 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 Exthe ex-Dividend Date 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. (Bii) If the Company is a party to a transaction described in clause (2) consolidation, merger, sale or transfer, lease or other disposition of all or substantially all of the definition of Fundamental Change (without giving effect Company’s assets pursuant to which the proviso in such clause Ordinary Shares would be converted into, or into the proviso set forth in the definition thereof relating right to Publicly Traded Securities)receive, cash, securities or other assets, the Company must notify the Holders of such an event and of their rights under this clause (B), in the manner provided in Section 106 of the Base Indenture, at least 15 Scheduled Trading Days 20 days prior to the anticipated effective date for such transactionof the Transaction. Once the Company has given such notice, Holders A Holder may surrender Notes Securities for conversion at any time beginning 20 days before the anticipated effective date of the transaction and until seven Scheduled Trading Days 20 days after the actual effective date of the transaction. If the Company is a party to such transaction ora transaction, if laterthen at the effective time of the transaction, each note surrendered for conversion will be converted into, or into the right to receive, as applicable, the related Fundamental Change Purchase Date. (C) A kind and amount of cash, securities or other property which a Holder may surrender all or a portion of such Holder’s Notes for conversion, would have received if a Fundamental Change it had converted its Securities immediately before the transaction. The initial Conversion Price is stated in paragraph 8 of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount of Notes if the portion is $1,000 or a multiple of $1,000Securities. 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 Note shall be determined Conversion Price is subject to adjustment as set forth provided in Section 11.01(d)this Article 11.

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 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 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 transactions described 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 Rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holder, without having to convert the Securities. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without after giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities)) or a combination, 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 106 of the Base Indenture14.02, at least 15 35 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Notes Securities for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount principal amount of Notes Securities if the portion is $1,000 or a multiple of $1,000. 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 Note Security shall be determined as set forth in Section 11.01(d12.01(d).

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. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 106 of the Base Indenture14.02, at least 15 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Notes Securities for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Scheduled Trading Days after the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount principal amount of Notes Securities if the portion is $1,000 or a multiple of $1,000. 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 Note Security shall be determined as set forth in Section 11.01(d12.01(d).

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. (B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso in such clause or the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 106 1.7 of the Base Original Indenture, at least 15 61 days prior to the 25th Scheduled Trading Days prior to Day before the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Notes Securities for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date. (C) A Holder may surrender all or a portion of such Holder’s Notes Securities for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Notes Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven 61 days after the seventh Scheduled Trading Days after Day following the actual effective date of such transaction or, if later, until the related Fundamental Change Purchase Date. A Holder may convert a portion of the Original Principal Amount principal amount of Notes Securities if the portion is $1,000 or a multiple of $1,000. 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 Note Security shall be determined as set forth in Section 11.01(d9.01(d).