Common use of Conversion Upon Specified Corporate Transactions Clause in Contracts

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) issues rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase, for a period expiring within 45 days after the date of issuance, shares of Common Stock at a price per share less than the last reported sale price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, and Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the business day immediately prior to the ex-dividend date and the announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. The “

Conversion Upon Specified Corporate Transactions. (aA) 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 If the Company (i1) issues rights distributes to holders of all or substantially all of the Common Stock any rights, options or warrants (other than pursuant to all holders an adoption of its outstanding shares of a stockholders’ rights plan to the extent that the rights have not separated from the Common Stock Stock) entitling them to subscribe for or purchase, for a period expiring within 45 calendar days after the date of issuancethe distribution, shares of Common Stock at a price per share less than the last reported sale price (as defined above) per average of the Last Reported Sale Prices of a share of Common Stock for the ten consecutive Trading Day period ending on the trading day (as defined in Section 11.05(g)) Trading Day immediately preceding the declaration date of the issuance; for such distribution, or (ii2) distributes to all holders of its outstanding shares all or substantially all of the Common Stock any assets or Stock, the Company’s assets, debt securities of the Company, or rights to purchase any securities of the CompanyCompany (excluding distributions described under Sections 15.02(a) and 15.02(b) hereof and other than pursuant to an adoption of a stockholders’ rights plan to the extent that the rights have not separated from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15exceeding 10% of the last reported sale price (as defined above) per share Last Reported Sale Price of the Common Stock on the trading day (as defined in Section 11.05(g)) Trading Day immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, and then, in each case, the Company must notify the Holders, in the manner provided in Section 15.01(a), at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes may 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 the exopening of business on such Ex-dividend date and Dividend Date or the Company’s announcement by the Company that such distribution will shall not take place, even . Holders of the Notes may not exercise this right if the Company, at its election, provides for the Holders of the Notes are not otherwise convertible to participate (as a result of holding the Notes, and at the same time as holders of the Common Stock participate) in any of such time. The “transactions described in clauses (1) and (2) of this (iii)(A) as if such Holders of the Notes held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders, without having to convert their Notes.

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) issues rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase, for a period expiring within 45 days after the date of issuance, shares of Common Stock at a price per share less than the last reported sale closing price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale closing price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, and Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the business day immediately prior to the ex-dividend date and the announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. The “"

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 Holders of this Note has the Notes shall have the right to convert this Note their Notes into shares of Common Stock in the event that the Company (i) issues rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase, for a period expiring within 45 60 days after the date of issuance, shares of Common Stock at a price per share less than the last reported sale price (as defined abovein Section 11.05(g)) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a value per share valueof Common Stock, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale price (as defined abovein Section 11.05(g)) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to shall give notice to the Holders at least 20 business days prior to the "ex-dividend " date (as defined in Section 11.05(g)) for such distribution, and Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the business day immediately prior to the "ex-dividend " date and the announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. The “.