Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

Conversion Upon Specified Corporate Transactions. (A) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if the Company (1) issues to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at 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 Business Day preceding the commencement of such issuance, or (2) 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 Board of Directors of the Company, exceeding 10% of the Last Reported Sale Price of the Common Stock on the day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 13.02, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of 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, even if the Securities are not otherwise convertible at such time. (B) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Securities pursuant to Section 11.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. The Company shall notify the Holders, Trustee and Conversion Agent (if other than the Trustee) (1) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or (2) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction. 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 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(c).

Conversion Upon Specified Corporate Transactions. (A) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if If the Company (1) issues distributes to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Price of a share of Common Stock for at the 10 consecutive Trading Day period ending on time of the Business Day preceding the commencement of such issuancedistribution, or (2) 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 of the CompanyDirectors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 13.02, at least 35 Scheduled scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender 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 prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Securities are not otherwise convertible at such time. (B) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Securities pursuant to Section 11.01, or if If the Company is a party to a consolidationtransaction described in clause (2) of the definition of Fundamental Change (without, mergerfor the avoidance of doubt, binding share exchange, or transfer or lease of all or substantially all of its assets, pursuant giving effect to which the Common Stock would be converted into cash, securities or other assetsproviso set forth in the definition thereof relating to Publicly Traded Securities), the Securities may be surrendered for conversion Company must notify Holders, in the manner provided in Section 13.02, at any time from or after the date which is least 35 Scheduled scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until 35 calendar days after the actual effective date of such transaction (or if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). (C) If a Fundamental Change of the transaction type described in clause (or1) or (5) in the definition thereof occurs, if later, Holders may surrender Securities for conversion at any time beginning on the Business Day after the Company gives notice actual effective date of such transaction) Fundamental Change until 35 Trading Days and including the date which is 30 calendar days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Changelater, until the related Fundamental Change Purchase Date. The Company shall notify the Holders, Trustee and Conversion Agent (if other than the Trustee) (1) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or (2) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction. 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 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(c).

Conversion Upon Specified Corporate Transactions. (A) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if If the Company (1) issues distributes to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, purchase shares of Common Stock at less than the average of the Last Reported Sale Price of a share of Common Stock for on the 10 consecutive Trading Day period ending on the Business Day immediately preceding the commencement declaration date of such issuancethe distribution, or (2) distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase the Company's securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Company's Board of Directors of the CompanyDirectors, exceeding 105% of the Last Reported Sale Price of the Common Stock on the day Trading Day immediately preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 13.0214.02, at least 35 Scheduled Trading Days 30 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the close of business 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 . No Holder may exercise this right to convert if the Securities are not Holder otherwise convertible at such timemay participate in the distribution without conversion. (B) Prior If the Company is party to the close of business on the Business Day immediately preceding September 15, 2019, if a any transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Securities pursuant to Section 11.01, or if the Company is a party to a (including consolidation, merger, merger or 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 exchanged for cash, securities or other assetsproperty, the Company must notify Holders, in the manner provided in Section 14.02, at least 30 days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Securities may be surrendered for conversion at any time from or and after the date which that is 35 Scheduled Trading Days 30 days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading Days 30 calendar days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental ChangeChange of Control, until the related Fundamental Change Purchase Date). The Company shall notify will settle any such conversions as described under Section 12.01(c). However, if such transaction also constitutes a Change of Control under which the HoldersConversion Rate will be adjusted pursuant to Section 12.03(a), Trustee and Conversion Agent (if other than the Trustee) (1) as promptly as practicable following the date the Company publicly announces will settle any such transaction but in no event less than 35 Scheduled conversions as described thereunder. (C) If a Termination of Trading Days prior to the anticipated effective date occurs, Holders may surrender Securities for conversion at any time while such Termination of such transaction or (2) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transactionis continuing. 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 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(c).