Common use of Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture to the Indenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 applies to any event or occurrence, Section 6.06 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Indentureindenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.122.08(6). The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security RegisterNote register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 2.08(6) applies to any event or occurrence, Section 6.06 hereof 2.07 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. (a) If any of the following events occuroccur (each, namely: a “Business Combination”): (ai) any recapitalization, reclassification or change of outstanding shares of the Common Stock (Stock, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or a combination); ; (bii) any a consolidation, merger, combination merger or binding share exchange involving the Company and another Person; or (iii) a sale, conveyance or lease to another Person of all or substantially all of the Issuer with another Person property and assets of the Company; in each case as a result of which holders of Common Stock shall be are entitled to receive stock, securities or other securities, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Indenture, so comply) providing that each 2023 Note shall the Holders of the Notes then outstanding will be convertible entitled thereafter to convert such Notes into the kind and amount of shares of stock and stock, other securities or other property or assets (including cashcash or any combination thereof) receivable which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Business Combination had such Notes been converted into Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassificationBusiness Combination, changeexcept that, consolidationif applicable, mergerthe Conversion Rate will not be adjusted pursuant to Section 9.1(d) unless a conversion notice is received by the Conversion Agent within the applicable time period as specified in Section 9.1(d). (b) In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, combination, binding share exchange, sale or conveyance. Such for purposes of the supplemental indenture referred to in Section 9.14(a), such consideration shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Stock that affirmatively make such an election. The Company may not become a party to any such transaction unless its terms are materially consistent with this Section 9.14. (c) Any supplemental indenture entered into pursuant to paragraph (a) of this Section 9.14 shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12Article IX. If, in the case of any such Business Combination, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Business Combination, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article VIII hereof. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this . (d) This Section 6.12 9.14 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. . (e) If this Section 6.12 9.14 applies to any event or occurrence, Section 6.06 hereof 9.8 shall not apply. (f) Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the right of a Holder to convert its Notes into shares of Common Stock prior to the effective date of the Business Combination.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture to the Indenture, providing that each 2023 2024 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 2024 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 applies to any event or occurrence, Section 6.06 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (b) any consolidation, merger, combination merger or binding share exchange of the Issuer Company with another Person corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; Stock or (c) any sale or conveyance of all or substantially all of the properties and assets of the Issuer as, or substantially as, an entirety Company to any other Person corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Conversion Rate will not be adjusted. If any of the events described in the preceding sentence occur, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture or otherwise amend the terms of the 2004 Senior Convertible Notes, to the Indenture, providing provide that each 2023 Senior Convertible Note shall be convertible into the kind and amount of shares of stock and stock, other securities or property or assets (including cash) receivable that the Holder of the 2004 Senior Convertible Note would have received upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of if such 2023 Note Holder had converted such 2004 Senior Convertible immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture or other amendment to the 2004 Senior Convertible Notes shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.121.10(h)(iv). The Issuer Company shall cause notice of the execution of such supplemental indenture or amendment of the 2004 Senior Convertible Notes to be mailed to each Holder, at its address appearing on the Security Register2004 Senior Convertible Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 1.10(h)(iv) applies to any event or occurrence, Section 6.06 hereof 1.10(g) shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Indentureindenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12Article 10. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 10.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 10.12 applies to any event or occurrence, Section 6.06 hereof 10.06 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Indentureindenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12Article IX. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 9.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 9.12 applies to any event or occurrence, Section 6.06 hereof 9.6 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: Company (a) any reclassification reclassifies or change of changes its outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); combination);(b) consolidates or merges with any other person (b) any consolidation, merger, combination other than a merger where the Company is the continuing corporation and which does not result in a reclassification or binding share exchange of change in the Issuer with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or ), (c) any sale or conveyance transfers of the properties and assets of the Issuer as, all or substantially as, an entirety to any other Person as all of its assets determined on a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stockconsolidated basis, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Indentureindenture, providing that each 2023 Convertible Subordinated Note shall be convertible into the kind and amount of shares of stock and securities, cash or other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, mergermerger or transfer, combinationas applicable, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Convertible Subordinated Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyancetransaction. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1212.11 and, only with respect to any Capital Stock into which the Convertible Subordinated Notes will be convertible into, Section 12.06. No adjustment to the Conversion Rate shall be made as to any cash, assets, property or securities (other than Capital Stock) receivable upon conversion of the Convertible Subordinated Notes and no interest shall accrue on any such cash. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder, at its address appearing on the Security RegisterConvertible Subordinated Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales mergers and conveyancestransfers. If this Section 6.12 12.11 applies to any event or occurrence, Section 6.06 hereof 12.06 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Supplemental Indenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture Supplemental Indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.127.12. The Issuer Company shall cause notice of the execution of such supplemental indenture Supplemental Indenture to be mailed to each Holder, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 7.12 applies to any event or occurrence, Section 6.06 hereof 7.06 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture supplement to the this Indenture, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.129.12. The Issuer Company shall cause notice of the execution of any such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 9.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 9.12 applies to any event or occurrence, Section 6.06 hereof 9.6 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture to the Indentureindenture, providing that each 2023 Note Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note Security immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1212.3(e). The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Securities Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 12.3(e) applies to any event or occurrence, Section 6.06 hereof 12.2 shall not apply.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. (a) If any of the following events occuroccur (each, namely: a “Business Combination”): (ai) any recapitalization, reclassification or change of outstanding shares of the Common Stock (Stock, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or a combination); ; (bii) any a consolidation, merger, combination merger or binding share exchange involving the Company and another Person; or (iii) a sale, conveyance or lease to another Person of all or substantially all of the Issuer with another Person property and assets of the Company; in each case as a result of which holders of Common Stock shall be are entitled to receive stock, securities or other securities, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the Indenture, so comply) providing that each 2023 Note shall the Holders of the Notes then outstanding will be convertible entitled thereafter to convert such Notes into the kind and amount of shares of stock and stock, other securities or other property or assets (including cashcash or any combination thereof) receivable which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Business Combination had such Notes been converted into Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassificationBusiness Combination, changeexcept that, consolidationif applicable, mergerthe Conversion Rate will not be adjusted pursuant to Section 9.1(d) unless a conversion notice is received by the Conversion Agent within the applicable time period as specified in Section 9.1(d). (b) In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, combinationthe Company shall make adequate provision whereby the Holders of the Notes shall have a reasonable opportunity to determine the form of consideration into which all of Notes, binding share exchangetreated as a single class, sale or conveyanceshall be convertible from and after the effective date of such Business Combination. Such determination shall be (i) based on the weighted average of elections made by Holders of the Notes who participate in such determination, (ii) subject to any limitations to which all of the holders of the Common Stock are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by stockholders of the Company, and (y) two Trading Days prior to the anticipated effective date of the Business Combination. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders (and the weighted average of elections), by issuing a press release, or providing other appropriate notice, such as by posting such notice with DTC, and providing a copy of such notice to the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Holders shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company may not become a party to any such transaction unless its terms are materially consistent with this Section 9.14. (c) Any supplemental indenture entered into pursuant to paragraph (a) of this Section 9.14 shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12Article IX. If, in the case of any such Business Combination, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Business Combination, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article VI hereof. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this . (d) This Section 6.12 9.14 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. . (e) If this Section 6.12 9.14 applies to any event or occurrence, Section 6.06 hereof 9.8 shall not apply. (f) Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the right of a Holder to convert its Notes into shares of Common Stock prior to the effective date of the Business Combination.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. (a) If any of the following events occuroccur (each, namely: a “Business Combination”): (ai) any recapitalization, reclassification or change of outstanding shares of the Common Stock (Stock, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or a combination); ; (bii) any a consolidation, merger, combination merger or binding share exchange involving the Company and another Person; or (iii) a sale, conveyance or lease to another Person of all or substantially all of the Issuer with another Person property and assets of the Company; in each case as a result of which holders of Common Stock shall be are entitled to receive stock, securities or other securities, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that the Holders of the Notes then outstanding will be entitled thereafter to convert such Notes into cash equal to the Indenture, providing that each 2023 Note shall be convertible into the kind and amount Fair Market Value of shares of stock and stock, other securities or other property or assets (including cashcash or any combination thereof) receivable which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Business Combination had such Holders’ Notes been convertible and converted into Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassificationBusiness Combination, changeexcept that, consolidationif applicable, mergerthe Conversion Rate will not be adjusted pursuant to Section 9.1(d) unless a conversion notice is received by the Conversion Agent within the applicable time period as specified in Section 9.1(d). (b) In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, combinationthe Company shall make adequate provision whereby the Holders of the Notes shall have a reasonable opportunity to determine the form of consideration into which all of Notes, binding share exchangetreated as a single class, sale or conveyanceshall be convertible from and after the effective date of such Business Combination. Such determination shall be (i) based on the weighted average of elections made by Holders of the Notes who participate in such determination, (ii) subject to any limitations to which all of the holders of the Common Stock are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (x) the deadline for elections to be made by stockholders of the Company, and (y) two Trading Days prior to the anticipated effective date of the Business Combination. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders (and the weighted average of elections), by issuing a press release, or providing other appropriate notice, such as by posting such notice with the Depositary, and providing a copy of such notice to the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Holders shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company may not become a party to any such transaction unless its terms are materially consistent with this Section 9.14. (c) Any supplemental indenture entered into pursuant to paragraph (a) of this Section 9.14 shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.12Article IX. If, in the case of any such Business Combination, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Business Combination, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article VI hereof. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this . (d) This Section 6.12 9.14 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. . (e) If this Section 6.12 9.14 applies to any event or occurrence, Section 6.06 hereof 9.8 shall not apply. (f) Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the right of a Holder to convert its Notes prior to the effective date of the Business Combination.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely: namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a an indenture supplemental indenture to the Indenturethereto, providing that each 2023 Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.127.12. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereofof such supplemental indenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 6.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 6.12 7.12 applies to any event or occurrence, Section 6.06 hereof 7.06 shall not applyapply with respect to such event or occurrence.

Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. (a) If any of the following events occur, namely: occurs: (ai) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); ; (bii) any consolidation, merger, combination or binding share exchange of the Issuer Company with another Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or or (ciii) any sale or conveyance of the properties and assets of the Issuer Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, ; then the Issuer Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a an indenture supplemental indenture to the Indenturethereto, providing that each 2023 Note shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such 2023 Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.127.12. If, in the case of any such reclassification, change, consolidation, merger, binding share exchange, sale or conveyance, the Exchange Property includes shares of stock, other securities, property or assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the purchase rights set forth in Article IV herein. (b) Notwithstanding the provisions of Section 7.01(b), the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any such transaction referred to in Section 7.12(a) shall be calculated (as provided in clause (c) below) based on the kind and amount of stock, securities, other property, assets or cash received upon such reclassification, change, consolidation, merger, binding share exchange, sale or conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction (the "Exchange Property"), assuming such holder of Common Stock did not exercise any rights of election as to the kind or amount of stock, securities, other property, assets or cash receivable upon such consolidation, merger, binding share exchange, sale or conveyance (provided that, if the kind or amount of stock, securities, other property, assets or cash receivable upon such consolidation, merger, binding share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 7.12 the kind and amount of stock, securities, other property, assets or cash receivable upon such consolidation, merger, binding share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). (c) The Conversion Value in respect of any Notes converted following the effective date of any such transaction shall be equal to the average of the daily values of the Exchange Property pertaining to such Notes as determined in the next sentence (the "Exchange Property Value") for each of the 10 consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the later of (i) the second Trading Day immediately following the day the Notes are tendered for conversion and (ii) the effective date of such transaction (the "Exchange Property Average Price"). For the purpose of determining the value of any Exchange Property: (A) any shares of common stock of the successor or purchasing Person or any other Person that are included in the Exchange Property shall be valued as set forth in Section 7.02 as if such shares were "Common Stock" using the procedures set forth in the definition of "Sale Price" in Section 1.01; and (B) any other securities, property or assets (other than cash) included in the Exchange Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors. (d) The Company shall deliver such Conversion Value to holders of Notes so converted as follows: (i) An amount in Cash equal to the Principal Return with respect to those Notes, determined as set forth in Section 7.01(c)(i); and (ii) If the Conversion Value of those Notes is greater than the Principal Return, an amount of Exchange Property, determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the "Net Exchange Property Amount"). The Issuer amount of Exchange Property to be delivered shall be determined by dividing the Net Exchange Property Amount by the Exchange Property Average Price. If the Exchange Property includes more than one kind of property, the amount of Exchange Property of each kind to be delivered shall be in the proportion that the Exchange Property Value of such kind of Exchange Property bears to the Exchange Property Value of all the Exchange Property. If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Notes being converted, the Company shall deliver cash in lieu of such fractional share or unit based on its Exchange Property Average Price. (e) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Note Register, within 20 days after execution thereofof such supplemental indenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (f) The above provisions of this Section 6.12 7.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If . (g) Except as set forth in Section 7.06(f), if this Section 6.12 7.12 applies to any event or occurrence, Section 6.06 hereof 7.06 shall not applyapply with respect to such event or occurrence. Notwithstanding this Section 7.12, if a Public Acquirer Change of Control occurs and a Holder thereafter elects to convert any Notes pursuant to the provisions of paragraph 10 of the Notes that permit conversion of Notes following the occurrence of a Public Acquirer Change of Control (as specified in a notice of conversion delivered by such Holder as contemplated by the provisions of paragraph 10 of the Notes), the adjustment to the Conversion Rate and the consideration to be delivered in satisfaction of the Conversion Value shall be governed by the provisions of Section 7.06(f) and the provisions of this Section 7.12 shall not be applicable with respect thereto (except to the extent contemplated by the last paragraph of Section 7.06(f)).