Common use of Effect of Common Stock Change Event Clause in Contracts

Effect of Common Stock Change Event. (A) If there occurs: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, and, in each case, as a result of such occurrence, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities or other property (including cash or any combination of the foregoing) (such an event, a “Common Stock Change Event,” and such other securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notes, at the effective time of such Common Stock Change Event, (x) the Conversion Consideration due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; and (z) for purposes of the definition of “Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such determination is made.

Effect of Common Stock Change Event. (A) If there occurs: occurs any: (ia) A recapitalization, reclassification reclassification, or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value value, and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); ; (iib) A consolidation, merger, combination combination, or binding or statutory share exchange involving the CompanyIssuer; or (iiic) A sale, lease lease, or other transfer of all or substantially all of the assets of the Company Issuer and its Subsidiaries, taken as a whole, to any Person, ; or (d) other similar event; and, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash, or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash, or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture this Agreement or the Notes, at : (1) from and after the effective time of such Common Stock Change Event, : (xI) the Conversion Consideration Shares due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 Section 2 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; and (zII) for purposes of the definition of “Fundamental ChangeRecord Date,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, refer to any class of securities forming part of such Reference Property. For ; and (2) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such determination is made.value

Effect of Common Stock Change Event. (A) Generally. If there occurs:occurs any: #92925316v9 (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the this Indenture or the Notes, at , (1) from and after the effective time of such Common Stock Change Event, (xI) the Conversion Consideration due upon conversion of any Note Note, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; (yII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “Common Equity” will be deemed to mean the Common Equity (including depositary receipts representing Common Equity), if any, forming part of such Reference Property; and (III) for purposes of Section 6.044.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder Units; (2) if such Reference Property Unit consists entirely of one (1) share of Common Stock would be entitled to receive; and (z) for purposes of cash, then the definition of “Fundamental Change,” the term “Common Stock” and “common equity” Company will be deemed to mean elect Physical Settlement in respect of all conversions whose Conversion Date occurs on or after the common equity, if any, forming part effective date of such Reference Property. For Common Stock Change Event and will pay the cash due upon such conversions no later than the second (2nd) Business Day after the relevant Conversion Date; and (3) for these purposes, (Ii) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity Common Equity securities listed on a national securities exchange will be determined by reference to the definition of “Daily VWAP,” , #92925316v9 substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (IIii) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity Common Equity securities, and the or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Board of Directors Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such determination is made. At or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.07(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

Effect of Common Stock Change Event. (A) If there occurs: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, and, in each case, as a result of such occurrence, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities or other property (including cash or any combination of the foregoing) (such an event, a “Common Stock Change Event,” and such other securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notes, at the effective time of such Common Stock Change Event, (x) the Conversion Consideration due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.045.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; and (z) for purposes of the definition of “Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such determination is made.

Effect of Common Stock Change Event. (A) Generally. If there occurs:occurs any: ‌ ​ ​ ​ (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the this Indenture or the Notes, at , (1) from and after the effective time of such Common Stock Change Event, (xI) the Conversion Consideration due upon conversion of any Note Note, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; (yII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “Common Equity” will be deemed to mean the Common Equity (including depositary receipts representing Common Equity), if any, forming part of such Reference Property; and (III) for purposes of Section 6.044.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units Units; (2) if such Reference Property Unit consists entirely of cash, then (I) each conversion of any Note with a Conversion Date that a Holder occurs on or after the effective date of one (1) share of such Common Stock would Change Event will be entitled settled entirely in cash in an amount, per $1,000 principal amount of such Note being converted, equal to receivethe product of (x) the Conversion Rate applicable to such conversion (including, for the avoidance of doubt, any increase to such Conversion Rate pursuant to Section 5.07, if applicable); and (zy) the amount of cash constituting such Reference Property Unit; and (II) the Company will settle each such conversion no later than the second (2nd) Business Day after the relevant Conversion Date; and ‌ ​ ​ (3) for purposes of the definition of “Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (Ii) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity Common Equity securities listed on a national securities exchange will be determined by reference to the definition of “Daily VWAP,” , substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (IIii) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity Common Equity securities, and the or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Board of Directors Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders Holders, the Trustee and the Conversion Agent of such weighted average as soon as practicable after such determination is made. At or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.07(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets (for the avoidance of doubt, other than cash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

Effect of Common Stock Change Event. (A) Generally. If there occursoccurs any: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and or (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, and, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notes, at , (1) from and after the effective time of such Common Stock Change Event, (xI) the Conversion Consideration due upon conversion of any Note and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; (yII) for purposes of Section 6.044.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; and (zIII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” (x) the term terms “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For ; and (y) references to the Company will be deemed to be references to the entity that is the issuer of such common equity; and (IV) the Company will settle Interest Make-Whole Payments, if applicable, solely in cash (regardless of whether the Company elected to settle Interest Make-Whole Payments in cash in accordance with Section 5.03(B)(iv)(4)); (2) if such Reference Property Unit consists entirely of cash, then the Company will pay the cash due in respect of all conversions whose Conversion Date occurs on or after the effective date of such Common Stock Change Event in an amount per $1,000 principal amount of Notes converted equal to the Conversion Rate on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 5.07), multiplied by the price paid per share of the Common Stock in such Common Stock Change Event, together with an Interest Make-Whole Payment, if applicable, which shall be payable solely in cash (regardless of whether the Company elected to settle Interest Make-Whole Payments in cash in accordance with Section 5.03(B)(iv)(4)), no later than the second (2nd) Business Day after such Conversion Date; and (3) for these purposes, the (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Holders Trustee and the Conversion Agent of such weighted average as soon as practicable after such determination is made. At or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will give effect to the provisions of this Section 5.09(A) and contain such other provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders. If such Reference Property includes, in whole or in part, any stock or other securities, then such supplemental indenture will, to the extent applicable, provide for subsequent adjustments to the Conversion Rate in a manner consistent with Section 5.05. In addition, if the Reference Property includes, in whole or in part, shares of stock or other securities or assets (other than cash or cash equivalents) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

Effect of Common Stock Change Event. (A) Generally. If there occursoccurs any: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; orParent; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company Parent and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, in each case, as a result of such occurrenceresult, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the this Indenture or the Notes, at , (1) from and after the effective time of such Common Stock Change Event, (xI) the Conversion Exchange Consideration due upon conversion exchange of any Note Note, and the conditions to any such exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; and (zII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the term terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property. For ; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Holders Trustee and the Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee.

Effect of Common Stock Change Event. (A) Generally. If there occursoccurs any: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any another Person, and; or (iv) other event, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the this Indenture or the Notes, , (1) at the effective time of such Common Stock Change Event, (xI) the Conversion Consideration due upon conversion of any Note Note, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 5 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receiveUnits; and (zII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For ; (2) if such Reference Property Unit consists entirely of cash, then (x) the consideration due upon conversion of each $1,000 principal amount of Notes with a Conversion Date that occurs on or after the effective date of such Common Stock Change Event will be solely cash in an amount equal to the Conversion Rate in effect on the applicable Conversion Date (as may, for the avoidance of doubt, be increased pursuant to Section 5.07), multiplied by the Stock Price for such Make-Whole Fundamental Change; and (y) settlement for such conversion will occur on the third (third) Business Day immediately following such Conversion Date (and, for the avoidance of doubt, the Company will be deemed to have elected Cash Settlement with respect to such conversion); and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be (x) the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election; or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such the weighted average as soon as practicable after such determination is made. At or before the effective date of such Common Stock Change Event, the Company or the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set forth in this Section 5.08; (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.07(A) in a manner consistent with this Section 5.08; and (z) contain such other provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.08(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

Effect of Common Stock Change Event. If there occurs any: (A) If there occurs: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (iiB) A consolidation, merger, combination or binding or statutory share exchange involving the Company; orIssuer; (iiiC) A sale, lease or other transfer of all or substantially all of the assets of the Company Issuer and its Subsidiaries, taken as a whole, to any Person; or (D) other similar event, and, in each case, as a result of such occurrencewhich, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities securities, cash or other property (including cash property, or any combination of the foregoing) foregoing (such an event, a “Common Stock Change Event,” and such other securities securities, cash or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional shares portion of securities any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notesthis Agreement, at from and after the effective time of such Common Stock Change Event, (xI) the Conversion Consideration consideration due upon conversion of any Note Associated Debt will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 (or in any related definitions) Agreement were instead a reference to the same number of Reference Property Units that a Holder of one Units; and (1) share of Common Stock would be entitled to receive; (yII) for purposes of Section 6.04the provisions relating to Mandatory Conversion, each the reference to any number of shares the “closing price per share of Common Stock Stock” in such Section (or in any related definitions) the definition of Price Event will instead be deemed to be a reference to the same number of “closing price or fair market value per Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; and (z) for purposes of the definition of “Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such determination is madeUnit.”