Common use of Deferral of Adjustments Clause in Contracts

Deferral of Adjustments. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i) the Effective Date for any Fundamental Change or Make-Whole Fundamental Change (ii) in the case of any Note to which Physical Settlement applies, the Conversion Date, and, in the case of any Note to which Cash Settlement or Combination Settlement applies, each VWAP Trading Day of the applicable Conversion Period and (iii) every one year anniversary of the date hereof. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Notes.

Deferral of Adjustments. Notwithstanding anything to the contrary herein, except (i) on and after the first VWAP Trading Day of any Observation Period with respect to a Note and on or prior to the last VWAP Trading Day of such Observation Period and (ii) on the Conversion Date in a Cash Settlement following a replacement of Common Stock by the Reference Property consisting solely of cash or a Physical Settlement, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (ix) the Effective Date for any Fundamental Change or Make-Whole Fundamental Change or redemption and (iiy) in the case of any Note to which Physical Settlement applies, on the Conversion Date, and, in the case of any Note to which Cash Settlement or Combination Settlement applies, each the first VWAP Trading Day of the applicable Conversion Period and (iii) every one year anniversary of the date hereofObservation Period. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Notes.

Deferral of Adjustments. Notwithstanding anything to the contrary hereinherein or in the Notes, the Company Issuer will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (iw) the Make-Whole Effective Date for any Fundamental Change or Make-Whole Fundamental Change Change, (iix) in prior to the case Close of any Note to which Physical Settlement applies, Business on the Conversion Date, and, in the case of any Note to which Cash Settlement or Combination Settlement applies, each VWAP Trading Day of the applicable Conversion Period (y) [Reserved] and (iiiz) every one year anniversary prior to the Close of Business on any other date on which the date hereofConversion Rate is referred to for purpose of determining the consideration deliverable upon settlement of a Note. In addition, the Company Issuer shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder holder would have held on a given day had it converted its Notes.