Common use of Coupon Make Whole Payment in Connection with a Voluntary Conversion Clause in Contracts

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the Company will only pay the Coupon Make Whole Payment in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]10

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock.. [The Company may only make this Coupon Make Whole Payment in cash after the 2015 Notes are no longer outstanding.]24 [While the 2015 Notes are outstanding, the Company may only make this Coupon Make Whole Payment in cash if it does not then have a sufficient number of authorized and unissued shares that have not been reserved for other purposes (determined as provided in paragraph (d) below).]25 (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the Company will only pay the Coupon Make Whole Payment in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]10cash.]26

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April January 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03Sections 6.03 and 6.07, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April January 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.076.08. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.076.08. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior pursuant to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b6.08(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock.. [The Company may only make this Coupon Make Whole Payment in cash after the 2015 Notes are no longer outstanding.]16 (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the Company will only pay the Coupon Make Whole Payment in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon 16 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is obtained. Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]10cash.]17

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the Company will only pay the Coupon Make Whole Payment in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]10cash.]

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April January 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03Sections 6.03 and 6.07, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April January 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.076.08. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.076.08. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior pursuant to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b6.08(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock.. [The Company may only make this Coupon Make Whole Payment in cash after the 2015 Notes are no longer outstanding.]15 (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the Company will only pay the Coupon Make Whole Payment in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon 15 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is obtained. Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]10cash.]16

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April January 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03Sections 6.03 and 6.07, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April January 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.076.08. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.076.08. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior pursuant to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b6.08(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the . The Company will may only pay the make this Coupon Make Whole Payment in shares of Common Stock to cash after the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]102015 Notes are no longer outstanding.

Coupon Make Whole Payment in Connection with a Voluntary Conversion. (a) If a Holder elects to convert all or a portion of its Securities on or prior to April January 15, 2015, such Holder will receive, in addition to the consideration received pursuant to Section 6.03Sections 6.03 and 6.07, an additional payment (the “Coupon Make Whole Payment”) with respect to the Securities converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Securities from the last day through which interest was paid on such converted Securities, or the Issue Date if no interest has been paid, to and including April January 15, 2015; provided that if the Conversion Date falls after any Regular Record Date and on or prior to the Interest Payment Date to which it relates, the amount of the Coupon Make Whole Payment will be reduced by the amount of interest payable on such Interest Payment Date to the Holder of record of the converted Securities at the Close of Business on such Regular Record Date. The Coupon Make Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.076.08. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.076.08. (b) The Coupon Make Whole Payment payable in connection with a voluntary conversion will initially be paid in shares of Common Stock valued at a price per share equal to 90% of the lesser of (i) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior pursuant to the Conversion Date and (ii) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Coupon Make Whole Payment be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) The Company may, at its option, elect to pay the Coupon Make Whole Payment payable in connection with a voluntary conversion in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Coupon Make Whole Payment in cash or in shares of Common Stock in accordance with Section 6.07(b6.08(b), as the case may be. Such election shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. (d) [Notwithstanding anything to the contrary contained herein, upon any voluntary conversion the . The Company will may only pay the make this Coupon Make Whole Payment in shares of Common Stock to cash after the extent that, at 2015 Notes and the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Coupon Make Whole Payment in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Coupon Make Whole Payment in cash.]102017 Notes are no longer outstanding.