Common use of Effect of Recapitalizations, Reclassifications and Changes of the Common Stock Clause in Contracts

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Company, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer Disposition to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such The supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section 14.07 shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for the Sponsor Note, and anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor CompanyCompany or acquiring company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of the Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if and such other Person is an Affiliate of the Company or such Successor Companythe successor or purchasing corporation, as the case may be, then such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver mail or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed or sent to each Holder Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will shall execute with the Trustee a supplemental indentureindenture permitted under Section 10.01(g) providing that, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event. However; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible or that will be used to calculate the Daily VWAP, as the case may be, shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall shall, if the Reference Property includes equity securities, provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01 (f) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes a change only in par value, from par value to no par value or from no par value to par value, or changes resulting from a subdivision or combinationcombination of the Common Stock), (ii) any consolidation, consolidation or merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the Company’s consolidated assets of the Company and the Company’s Subsidiaries’ consolidated assets, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Reference Property Unit”) (and any such eventrecapitalization, reclassification, change, consolidation, merger, sale, lease, transfer or exchange, a “Share Exchange Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will shall execute with the Trustee a supplemental indentureindenture permitted under Section 9.01(f) providing that, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount a Note into cash and/or shares of Notes Common Stock shall be changed into a the right to convert such principal amount of Notes Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of and/or Reference Property Units; provided, however, that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 12.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 12.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 12.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event Units and (III) the Daily VWAP shall be calculated based on the value of a unit Reference Property Unit. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference PropertyProperty 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 Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the composition of the Reference Property Unit will be deemed to be (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average average, per share of Common Stock, of the types and amounts of consideration actually received by the holders of Common Stock, and Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the unit types and amounts of Reference Property for purposes consideration actually received, per share of Common Stock, by the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share holders of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs of Notes that occur after the effective date of such Share Exchange Event Event, (Ai) the consideration due upon conversion of each $1,000 principal amount of Notes shall shall, for the avoidance of doubt, be solely cash in an amount equal to the Conversion Rate in effect on the applicable Conversion Date (as as, for the avoidance of doubt, may be increased by any Additional Shares pursuant to ‎Section 14.03Section 12.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (Bii) the Company shall satisfy the its Conversion Obligation Obligations by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant applicable Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average the composition of the Reference Property Unit as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle XII. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article XIII. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 12.06, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or and amount of cash, securities or property or asset that will comprise a unit of Reference Property constituting the Reference Property after any such the relevant Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder Holder, at its address appearing on the Register provided for in the Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07Section 12.06. None of the foregoing provisions shall affect the right of a holder of Notes Holder to convert its Notes into cash, shares of Common Stock (or other Reference Property) or a combination of cash and shares of Common StockStock (or other Reference Property), as applicable, as set forth in ‎Section 14.01 Section 12.01 and ‎Section 14.02 Section 12.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer Disposition to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 14. 02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 14. 03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such The supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution anti -dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14. 07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall 14.07(d)shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger merger, combination or combination similar transaction involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or purchasing company, as the case may be, will shall execute with the Trustee a supplemental indenture, indenture without the consent of Holdersthe Holders permitted under Section 10.01(i) providing that, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event. However; provided, however, that at and after the effective time of the Share Exchange Event Event, (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received been entitled to receive in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person (if such Person is a party to the relevant Share Exchange Event) and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination),; (ii) any consolidation, merger or other combination involving the Company,Avaya; or (iii) any sale, lease or other transfer or disposition to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assetsassets of Avaya, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Specified Corporate Event” and any such stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one share of Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), then, at the effective time of such Share Exchange Event, then the Company and Avaya or the Successor Companysuccessor or purchasing Person, as the case may be, will execute with the Trustee a supplemental indenture, without indenture (which supplemental indenture shall not require the consent of the Holders) providing that, providing that at and after the effective time of such Share Exchange the Specified Corporate Event, the right to convert exchange each $1,000 principal amount of Notes shall for shares of Common Stock will be changed into a right to convert exchange such principal amount of Notes into for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Share Exchange Specified Corporate Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event Specified Corporate Event: (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion exchange of Notes in accordance with ‎Section 14.02 and Section 14.02; and (B) (I) any amount payable in cash upon conversion exchange of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver deliverable upon conversion exchange of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type Units of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Specified Corporate Event and (III) the Daily VWAP shall be calculated based on the value of a unit Unit of Reference Property. ; provided, however, that if the holders of the Common Stock receive only cash in such Specified Corporate Event, then for all exchanges that occur after the effective date of such Specified Corporate Event (x) the consideration due upon exchange of each $1,000 principal aggregate amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Company shall satisfy the Exchange Obligation by paying such cash to the exchanging Holder on the second Business Day immediately following the Exchange Date. (b) If the Share Exchange Specified Corporate Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will shall be convertible exchangeable shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) in writing of such the weighted average as soon as reasonably practicable after such determination determination. Such supplemental indenture described in the second immediately preceding paragraph providing that the Notes will be exchangeable for Reference Property shall also provide for anti-dilution and other adjustments that shall be as nearly equivalent as is madepossible to the adjustments provided for in this Article 14. If the Reference Property in respect of any Share Exchange Specified Corporate Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, other securities or other property or assets (other than cash and/or cash equivalentscash) (including any combination thereof) of a Person an entity other than Avaya or the Company or the Successor Companysuccessor or purchasing Person, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person is an Affiliate of the Company or such Successor Company, entity shall also execute such supplemental indenture shall also be executed by indenture, and such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their Notes upon a Fundamental Change of Control in accordance with Article 15, as the Board of Directors of Avaya shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (bc) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or securities, property or asset other assets (including any combination thereof) that will comprise a unit Unit of Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (cd) If the Notes become exchangeable for Reference Property, the Company shall notify the Trustee in writing and Avaya shall issue a press release containing the relevant information and publish the information on its website or through such other public medium as it may use at that time. (e) The Company and Avaya shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes Holder to convert exchange its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Specified Corporate Event. (df) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) i. any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) . any consolidation, merger merger, combination or combination similar transaction involving the Company, (iii) . any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or (an entirety or iv) . any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, shares, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Common Stock Change Event”), then, at and after the effective time of such Share Exchange Common Stock Change Event, the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, will execute a supplemental indenture with the Trustee a supplemental indenture, without the consent of HoldersTrustee, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares, shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Common Stock Change Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Common Stock Change Event and, prior to or at the effective time of such Common Stock Change Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(h) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Common Stock Change Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Company, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.Section

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company,Issuer, or (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Issuer and the CompanyIssuer’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or (iv) any statutory share exchangean entirety, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Issuer or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company Issuer would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company Issuer shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company Issuer shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable, the provisions providing for the purchase repurchase rights set forth in ‎Article Article 15. (b) When the Company Issuer executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company Issuer shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company Issuer shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register provided for in the Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company Issuer shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, conveyance, lease or other transfer to a third party disposal of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assetsassets to any Person, taken as a whole or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date effective date of such Merger Event (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding preceeding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register, or otherwise send in accordance with the applicable procedures of the Depositary in the case of Global Notes, provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange agreement providing for any Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to the par value or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Eventthe transaction, the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will shall execute with the Trustee a supplemental indenture, without the consent of Holders, permitted under Section 10.01(g) providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event. However; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible or that will be used to calculate the Daily VWAP, as the case may be, shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the CompanyAK Holding, (iii) any sale, lease or other transfer to a third party of all or the consolidated assets of AK Holding and its Subsidiaries substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert exchange each $1,000 principal Principal amount of Notes shall be changed into a right to convert exchange such principal Principal amount of Notes into for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 11.01(h) of the Base Indenture providing for such change in the right to exchange each $1,000 Principal amount of Notes; provided, however, that at and after the effective time of the Share Merger Event the Exchange Event Obligation shall be calculated and settlement in accordance with Section 10.02 shall apply such that (A) the amount otherwise payable in cash upon exchange of the Notes as set forth under Section 10.02 shall continue to be payable in cash, (B) the Company or the Successor Company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of the Exchange Obligation in excess of the Principal amount of the Notes being exchanged as set forth under Section 10.02, (C) the number of shares of Common Stock, if any, otherwise deliverable upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion exchange of the Notes in accordance with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section 14.02 Section 10.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Merger Event and (IIID) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into for which the Notes will be convertible exchangeable shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs exchanges that occur after the effective date of such Share Exchange Merger Event (Ax) the consideration due upon conversion exchange of each $1,000 principal Principal amount of Notes shall be solely cash in an amount equal to the Conversion Exchange Rate in effect on the Conversion Exchange Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 10.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (By) the Company shall satisfy the Conversion Exchange Obligation by paying such cash amount to converting exchanging Holders on the second third Business Day immediately following the relevant Conversion Exchange Date. The Company shall notify Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 10. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company’s Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article 11. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 10.07, the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Security Register provided for in the Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section 14.07Section 10.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert exchange its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableif any, as set forth in ‎Section 14.01 Section 10.01 and ‎Section 14.02 Section 10.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Company, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.