Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (i) If the Company elects to (1) distribute to all holders of Common Stock certain rights or warrants entitling them to purchase, for a 66 period expiring within 45 days after the date of the distribution, shares of Common Stock at less than the Last Reported Sale Price of a share of Common Stock at the time of the distribution; or (2) distribute to all holders of Common Stock the Company's assets, debt securities or certain rights to purchase its securities, which distribution has a per share value as determined by the Board of Directors exceeding 12.5% of the Last Reported Sale Price of Common Stock on the Trading Day preceding the declaration date for such distribution, the Company must notify the holders of the Convertible Subordinated Notes at least 20 Business Days prior to the ex-dividend date for such distribution. Once the Company has given such notice, holders may surrender their Convertible Subordinated Notes for conversion at any time until the earlier of the close of business on the Business Day prior to (x) the ex-dividend date or (y) the Company's announcement that such distribution will not take place, even if the Convertible Subordinated Notes are not otherwise convertible at such time. 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 dividend or distribution from the seller of the Common Stock to its buyer. (ii) In addition, if the Company is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash or property other than securities, a holder may surrender Convertible Subordinated Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction (or if such transaction constitutes a Change of Control, as defined in the Indenture, until the corresponding Designated Event Purchase Date).

Conversion Upon Specified Corporate Transactions. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (i) If the Company elects to (1) distribute issues rights or warrants to all holders of its outstanding shares of Common Stock certain rights or warrants entitling them to subscribe for or purchase, for a 66 period expiring within 45 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the Last Reported Sale Price of a closing price (as defined above) per share of Common Stock at on the time trading day (as defined in Section 11.05(g)) immediately preceding the date of the distributionissuance; or (2ii) distribute distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company's assets, debt securities or certain rights to purchase its securitiesany securities of the Company, which distribution has a per share value value, as determined by the Board of Directors exceeding 12.5(whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the Last Reported Sale Price closing price (as defined above) per share of Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration date for of such distribution, . The Company will be required to give notice to the Company must notify the holders of the Convertible Subordinated Notes Holders at least 20 Business Days business days prior to the ex-dividend date for such distribution. Once the Company has given such notice, holders and Notes may surrender their Convertible Subordinated Notes be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day business day immediately prior to (x) the ex-dividend date or (y) and the Company's announcement by the Company that such distribution will not take place, even if the Convertible Subordinated Notes are not otherwise convertible at such time. The "EXex-DIVIDEND DATEdividend date" is shall mean the first date upon which a the sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of the Common Stock to its buyer. (ii) In addition, if the Company is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash or property other than securities, a holder may surrender Convertible Subordinated Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction (or if such transaction constitutes a Change of Control, as defined in the Indenture, until the corresponding Designated Event Purchase Date).

Conversion Upon Specified Corporate Transactions. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (i) If the Company elects to (1) distribute issues rights or warrants to all holders of its outstanding shares of Common Stock certain rights or warrants entitling them to subscribe for or purchase, for a 66 period expiring within 45 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the Last Reported Sale Price of a closing price (as defined above) per share of Common Stock at on the time trading day (as defined in Section 11.05(g)) immediately preceding the date of the distributionissuance; or (2ii) distribute distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company's assets, debt securities or certain rights to purchase its securitiesany securities of the Company, which distribution has a per share value value, as determined by the Board of Directors exceeding 12.5(whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the Last Reported Sale Price closing price (as defined above) per share of Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration date for of such distribution, . The Company will be required to give notice to the Company must notify the holders of the Convertible Subordinated Notes Holders at least 20 Business Days business days prior to the ex-dividend date for such distribution. Once the Company has given such notice, holders and Notes may surrender their Convertible Subordinated Notes be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day business day immediately prior to (x) the ex-dividend date or (y) and the Company's announcement by the Company that such distribution will not take place, even if the Convertible Subordinated Notes are not otherwise convertible at such time. The "EX“ex-DIVIDEND DATE" is dividend date” shall mean the first date upon which a the sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of the Common Stock to its buyer. (ii) In addition, if the Company is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash or property other than securities, a holder may surrender Convertible Subordinated Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction (or if such transaction constitutes a Change of Control, as defined in the Indenture, until the corresponding Designated Event Purchase Date).

Conversion Upon Specified Corporate Transactions. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (i) If the Company elects to (1) distribute issues rights or warrants to all holders of its outstanding shares of Common Stock certain rights or warrants entitling them to subscribe for or purchase, for a 66 period expiring within 45 days after the date of the distributionissuance, shares of Common Stock at a price per share less than the Last Reported Sale Price of a last reported sale price (as defined above) per share of Common Stock at on the time trading day (as defined in Section 11.05(g)) immediately preceding the date of the distributionissuance; or (2ii) distribute distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company's assets, debt securities or certain rights to purchase its securitiesany securities of the Company, which distribution has a per share value value, as determined by the Board of Directors exceeding 12.5(whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the Last Reported Sale Price last reported sale price (as defined above) per share of Common Stock on the Trading Day trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration date for of such distribution, . The Company will be required to give notice to the Company must notify the holders of the Convertible Subordinated Notes Holders at least 20 Business Days business days prior to the ex-dividend date for such distribution. Once the Company has given such notice, holders and Notes may surrender their Convertible Subordinated Notes be surrendered for conversion at any time thereafter until the earlier of the close of business on the Business Day business day immediately prior to (x) the ex-dividend date or (y) and the Company's announcement by the Company that such distribution will not take place, even if the Convertible Subordinated Notes are not otherwise convertible at such time. The "EX“ex-DIVIDEND DATE" is dividend date” shall mean the first date upon which a the sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of the Common Stock to its buyer. (ii) In addition, if the Company is party to a consolidation, merger, binding share exchange or transfer of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash or property other than securities, a holder may surrender Convertible Subordinated Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction (or if such transaction constitutes a Change of Control, as defined in the Indenture, until the corresponding Designated Event Purchase Date).