Common use of Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6combination of Common Stock); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combinationcombination of Common Stock) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash (or any personcombination thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to the Trustee a supplemental indenture signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and at least one other Officer of the Company and providing that that, at the Holder effective time of each Security then outstanding shall have the Merger Event, the right to convert such a Security will be changed into a right to convert it into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashCash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such transaction (assuming for such purposes that such conversion were settled entirely in Common Stock and without giving effect to any adjustment to the Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, changeexcept that such Holders will not be entitled to an increase in the Conversion Rate if such Holder does not convert its Securities “in connection with” the relevant Fundamental Change. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), combination, consolidation, merger, sale or conveyancethe Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.09 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 413. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (ai) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.66.06); (bii) any consolidation or consolidation, merger or combination to which binding share exchange involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common StockCompany; or (ciii) any sale sale, assignment, conveyance, transfer, lease or conveyance other disposition to another person of the Company’s property and assets as an entirety or substantially as an entirety entirety, in each case as a result of the which holders of Common Stock shall be entitled to receive cash, securities or other property and assets of the Companywith respect to or in exchange for such Common Stock (any such event a “Merger Event”), directly or indirectly, to any person, then then: (a) the Company, or such successor, successor purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to 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 Holder of each Security then outstanding Holders shall have the right be entitled thereafter to convert such Security their Securities into the kind type and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of the Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event; provided that, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of at and after the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case effective time of any such consolidationMerger Event, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, any amount otherwise payable in such consolidation, merger, combination, 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 cash upon conversion of the Securities shall continue to be payable as provided in Section 6.05, including the Board Company’s right to determine the form of Directors shall reasonably consider necessary by reason of the foregoingconsideration as provided therein. The provisions For purposes of this Article 6, if the Common Stock has been replaced by Reference Property as a result of any transaction described in this Section 4.11 6.12(a), references to the Common Stock shall similarly apply refer to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. such Reference Property. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.116.12, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating describing the reasons thereforMerger Event, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of that will comprise the Securities upon the conversion of their Securities Reference Property after any such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, any adjustment to be made with respect thereto and stating that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with. Any failure to deliver such Officers’ Certificate shall not affect the legality or validity of such supplemental indenture. (c) With respect to each $1,000 principal amount of Securities surrendered for conversion after the effective date of any such Merger Event in lieu of cash and shares of Common Stock, if any, otherwise provided for hereunder, the Company shall deliver to the converting Holder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Securities to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate. (i) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 6.03 (provided that the amount of such cash shall promptly mail notice thereof be determined as if references in such Section to all Holders“the Closing Sale Price” were instead a reference to “the Closing Sale Price of a unit of Reference Property” composed of the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration). (ii) For purposes of this Section 6.12, the “Weighted Average Consideration” means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (each, a “Business Combination”), namely: : (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, (2) a consolidation, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which of the Company is with another Person, (3) a party sale, lease or other than a merger in which transfer to another Person of all or substantially all of the consolidated assets of the Company is and its Subsidiaries, or (4) any statutory share exchange of the continuing corporation and which does not result Company with another Person, in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Remaining Share, if any, deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassificationsBusiness Combinations. None of the provisions of this Section 4.10 shall affect the right of a Holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of a Business Combination. If this Section 4.10(a) applies to any event or occurrence, changes, combinations, consolidations, mergers, sales or conveyances. Section 4.06 hereof shall not apply. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.10, the Company shall promptly file with the Trustee (x1) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto therefore and that all conditions precedent have been complied with and (y2) an Opinion of Counsel to the effect that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof of the execution of such supplemental indenture to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6combination of the Common Stock); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common StockCompany; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock, other securities, other property or assets (including Cash or any personcombination thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to the Trustee a supplemental indenture signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and at least one other Officer of the Company and providing that that, at the Holder effective time of each Security then outstanding shall have the Merger Event, the right to convert such a Security will be changed into a right to convert it into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashCash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such transaction (assuming for such purposes that such conversion were settled entirely in Common Stock and without giving effect to any adjustment to the Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, changeexcept that such Holders will not be entitled to an increase in the Conversion Rate if such Holder does not convert its Securities “in connection with” the relevant Fundamental Change. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), combination, consolidation, merger, sale or conveyancethe Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.09 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the CompanyObligors, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Obligors shall execute a supplemental indenture pursuant to this Section 4.11, the Company Obligors shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: : (ai) any recapitalization, reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); ; (bii) any consolidation or merger merger, consolidation, statutory share exchange or combination to which of the Company is a party other than a merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares 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 ; (ciii) any sale sale, conveyance or conveyance as an entirety or substantially as an entirety lease of the property properties and assets of the CompanyCompany as, directly or indirectlysubstantially as, an entirety to any personother corporation; or (iv) any statutory share exchange, then in each case, 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, the Company, Company or such successor, the successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 Holder of each Security then outstanding shall have the right to convert such Security be convertible into the kind and amount of shares of stock and other securities and or property or assets (including cash) receivable which such Holder would have been entitled to receive upon such recapitalization, reclassification, change, combinationmerger, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, changestatutory share exchange, combination, consolidationsale, mergerconveyance or lease. In the event holders of the Common Stock have the opportunity to elect the form of consideration to be received in such business combination, sale or conveyancethe Securities will be convertible into the weighted average of the kind and amount 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 consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Securities to convert its Securities into shares of the Common Stock prior to the effective date of the business combination. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidationrecapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale sale, conveyance or conveyancelease, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The , including to the extent practicable the provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyancesproviding for the repurchase rights set forth in Article 3 hereof. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders that a holder of shares of Common Stock equal to the Securities upon the conversion of their Securities Conversion Rate immediately prior to such transaction would have owned or been entitled to receive after any such reclassificationtransaction, change, combination, consolidation, merger, sale or conveyance, and any adjustment to be made with respect thereto thereto. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities, 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 shall similarly apply to successive recapitalizations, reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and that all conditions precedent have been complied with and (yconveyances. If this Section 4.11 applies to any event or occurrence, Section 4.07(a) an Opinion of Counsel that all conditions precedent have been complied with, and hereof shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If Upon (i) any of the following shall occur, namely: (a) any reclassification or change of (b) change, in each case, with respect to the outstanding shares of Common Stock issuable upon conversion of the Securities (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 split, subdivision or combination), or any other change for which an adjustment is provided in Section 4.6); (bii) any consolidation or consolidation, merger or combination to which of the Company is with another Person as a party result of which holders of shares 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 shares of Common Stock (other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, value or as a result of a subdivision or combination) in, outstanding shares of the Common Stock; ), or (ciii) any sale sale, lease or conveyance as an entirety other transfer of all or substantially all of the properties and assets of the Company and its subsidiaries substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Companyother Person, or any statutory share exchange, in each case as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such successorCommon Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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) permitted under Section 9.01 providing that for the Holder of each Security then outstanding shall have the right to convert such Security into the kind conversion and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder settlement of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceSecurities as set forth in this Indenture. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4or pursuant to Section 10.05 in the case of a Public Acquirer Change of Control, as the case may be. If, in the case of any such consolidation, merger, combination, sale or conveyanceMerger Event, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include Reference Property includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The , including to the extent required by the Board of Directors and practicable the provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyancesproviding for the repurchase rights set forth in Article III herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1110.13, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of that will constitute the Securities upon the conversion of their Securities Reference Property after any such reclassification, change, combination, consolidation, merger, sale or conveyance, Merger Event any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. (b) Except as set forth in Section 10.05 in the case of a Public Acquirer Change of Control, at the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Securities will be changed to a right to convert such Security into the kind and amount of shares of stock, 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 transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related conversion obligation shall be settled at the times and otherwise as set forth under clause (c) below. In the event holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in such Merger Event, the type and amount of consideration that Securityholders would have been entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by holders of shares of Common Stock that affirmatively make an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities into shares of Common Stock, as set forth in Section 10.01 and Section 10.02 prior to the effective date of such Merger Event. (c) If the Securities shall be convertible into Reference Property as set forth above, the related conversion obligation, with respect to each $1,000 principal amount of Securities tendered for conversion after the effective time of any such Merger Event, shall be settled in units of Reference Property; provided that for purposes of determining the conversion consideration, amounts shall be based on the per unit average value of the Reference Property during the applicable period, such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, using the procedures set forth in the definition of “Closing Sale Price”; (B) for any other property (other than Cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors and (C) for any Cash, the face amount of such Cash. (d) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Securityholder, at its last address appearing on the Security register on the Registrar’s books provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (e) The above provisions of this Section 10.13 shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.614.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 414. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 14.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1114.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personCompany as an entirety, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including property(including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 11.11(c) applies), (ii) any consolidation, merger or from par value to no par value, or from no par value to par value, or combination of the Company with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property properties and assets of the Company, directly or indirectly, Company to any personother Person 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 Company, Company or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, combination, sale or conveyance by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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 11.14 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 411. If, in The Company shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also to be executed by such other person mailed to each Holder of Securities, at its address appearing on the Security register, within 20 days after execution thereof and shall contain issue a press release containing such additional provisions information through Reuters Economic Services and Bloomberg Business News or other reasonable means of distribution and publish such information on its website on the World Wide Web. Failure to protect deliver such notice shall not affect the interests legality or validity of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch supplemental indenture. The above provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, combinations, sales or and conveyances. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.1111.14 applies to any event or occurrence, the Company Section 11.11 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any the case of the following shall occurevents (each, namely: a “Business Combination”): (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, or any other change for which an adjustment is provided in Section 4.6); , (b2) any consolidation or consolidation, merger or combination involving the Company, (3) any sale, lease or other transfer to which a third party of all or substantially all of the consolidated assets of the Company is a party other than a merger and its Subsidiaries, or (4) any statutory share exchange, in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Remaining Share, if any, deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassificationsBusiness Combinations. None of the provisions of this Section 4.10 shall affect the right of a Holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of a Business Combination. If this Section 4.10(a) applies to any event or occurrence, changes, combinations, consolidations, mergers, sales or conveyances. Section 4.06 hereof shall not apply. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.10, the Company shall promptly file with the Trustee (x1) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto therefore and that all conditions precedent have been complied with and (y2) an Opinion of Counsel to the effect that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof of the execution of such supplemental indenture to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6combination of Common Stock); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combinationcombination of Common Stock) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash (or any personcombination thereof) for such shares of Common Stock (any such event a “Reorganization Event”), then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceReorganization Event, execute and deliver to the Trustee a supplemental indenture signed by the principal executive officer, principal financial officer or principal accounting officer of the Company and at least one other Officer of the Company and providing that that, at the Holder effective time of each Security then outstanding shall have the right to convert Reorganization Event, the settlement of the Securities tendered for conversion will be based on, and the property deliverable in respect of any such Security into settlement will consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashCash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number that holders of shares of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion such Reorganization Event (the “Reference Property”). If the Reorganization Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceReorganization Event. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.09 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersReorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company McDATA is a party other than a merger in which the Company McDATA is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyMcDATA (determined on a consolidated basis), directly or indirectly, to any person, then the CompanyMcDATA, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors of McDATA shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company McDATA shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personCompany as an entirety, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. Subject to the further provisions of this Article 4 and paragraph 9 in the terms of the Form of Note, in the event the Company (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination) or (ii) consolidates or combines with or merges into any Person or sells or conveys to another Person all or substantially all of its property and assets, and the holders of the Company’s Common Stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock, the Holders will thereby have the continuing right to convert their Notes into the consideration they would have received if they had converted their Notes immediately prior to such re-classification, change, consolidation, merger, sale or conveyance (the “Conversion Securities”). If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Notes (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, or any other change for which an adjustment is provided in Section 4.64.05); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security Note then outstanding shall have the right to convert such Security Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.12, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities Notes upon the conversion of their Securities Notes after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any statutory share exchange, consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety of all the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, statutory share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, statutory 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Pioneer Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company Pioneer is a party other than a merger in which the Company Pioneer is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Pioneer Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyPioneer, directly or indirectly, to any person, then the CompanyPioneer, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Pioneer Common Stock deliverable upon conversion of such Security (in addition to the Cash Component) immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Pioneer Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company Brocade is a party other than a merger in which the Company Brocade is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyBrocade (determined on a consolidated basis), directly or indirectly, to any person, then the CompanyBrocade, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and by any guarantor of the Company’s obligations pursuant to the Indenture and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of Brocade shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Company, McDATA and Brocade shall execute a supplemental indenture pursuant to this Section 4.11, the Company Brocade shall promptly file with the Trustee (x) an Officers' ’ Certificate of Brocade briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel on behalf of Brocade that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occur, namely: (a1) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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 or any other change transaction or event for which an adjustment is provided in Section 4.6); (b2) any statutory share exchange, consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c3) any sale or conveyance as an entirety of all or substantially as an entirety of all the property and assets of the Company, directly or indirectly, to any person, then the Company, or Company and any such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture to this Indenture providing that (A) the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance, and (B) any additional shares of Common Stock which a Holder is entitled to receive as a Make-Whole Premium upon conversion in connection with a Fundamental Change, shall not be payable in shares of Common Stock, but will represent a right to receive the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance by a holder of the additional shares of Common Stock had such additional shares of Common Stock been outstanding immediately prior to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, statutory share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, statutory 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. . (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x1) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y2) an Opinion of Counsel that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of the Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any another person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock, other securities, other property, assets or cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationperson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture Lenders an amendment to this Agreement providing that that, at and after the Holder effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, each Security Loan then outstanding shall have the right to convert exchange the Exchangeable Portion of such Security Loan into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion exchange of the Exchangeable Portion of such Security Loan immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Lender would not have exercised any rights of election that such Lender would have had as a holder of Common Stock to select a particular type of consideration. Such supplemental indenture amendment shall provide for adjustments of the Conversion Price Exchange Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Exchange Rate provided for in this Article 4Section 4.10. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationperson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture amendment shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities Lenders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.10 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Lender may otherwise have pursuant to Section 4.6.1.3 to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture an amendment pursuant to this Section 4.114.10, the Company shall promptly file with deliver to the Trustee (x) Lenders an Officers' Officer's Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities Lenders upon the conversion of the Exchangeable Portion of their Securities Loans after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holderssatisfied.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occur, namely: (ai) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Notes (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, or any other change for which an adjustment is provided in Section 4.66.5); (bii) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security Note then outstanding shall have the right to convert such Security Note into the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder Holder of the number of shares of Common Stock deliverable upon conversion of such Security Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceconveyance (the “Reference Property”). Such supplemental supplement indenture shall provide for adjustments of the Applicable Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Applicable Conversion Price provided for in this Article 4VI. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder Holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 6.8 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. The Trustee has no duty to determine whether a supplemental indenture under this Section 6.8 need be entered into. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.116.8, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities Notes upon the conversion of their Securities Notes after any such reclassificationreclassifications, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof of such supplemental indenture to all Holders. Throughout this Article VI, if Common Stock has been replaced by Reference Property as a result of any reclassification, change, combination, consolidation, merger, sale or conveyance, references to Common Stock shall be changed to Reference Property. (b) In the event that Holders of Common Stock have the opportunity to elect the form of consideration to be received in any transaction described in Section 6.8(a), the Company shall make adequate provision so that the Holders of the Notes, treated as a single class, have the timely opportunity to determine the composition of the Reference Property that will replace any Common Stock that would otherwise be deliverable upon conversion of the Notes. The Reference Property will be based on the blended, weighted average of elections made by Holders of the Notes and will be subject to any limitations applicable to all Holders of Common Stock (such as pro rata reductions made to any portion of the consideration payable). The determination of the Reference Property will apply to all of the Notes and the Company shall notify the Trustee of the composition of the Reference Property promptly after it is determined. All calculations under this Article VI shall be made to the nearest 1/10,000th of a share, as the case may be. The Company will not take any action that would result in an adjustment pursuant to this Article VI without complying with the shareholder approval rules of The New York Stock Exchange or any stock exchange on which the Common Stock is listed at the relevant time.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (each, a “Business Combination”), namely: : (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, (2) a consolidation, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which of the Company is with another Person, (3) a party sale, lease or other than a merger in which transfer to another Person of all or substantially all of the consolidated assets of the Company is and its Subsidiaries, or (4) any statutory share exchange of the continuing corporation and which does not result Company with another person, in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Value in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Remaining Share, if any, deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassificationsBusiness Combinations. None of the provisions of this Section 4.10 shall affect the right of a Holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of a Business Combination. If this Section 4.10(a) applies to any event or occurrence, changes, combinations, consolidations, mergers, sales or conveyances. Section 4.06 hereof shall not apply. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.10, the Company shall promptly file with the Trustee (x1) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto therefore and that all conditions precedent have been complied with and (y2) an Opinion of Counsel to the effect that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof of the execution of such supplemental indenture to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Convertible Notes (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security Convertible Note then outstanding Outstanding shall have the right to convert such Security Convertible Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Convertible Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4XIII. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.10, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Convertible Holders of the Securities upon the conversion of their Securities Convertible Notes after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale sale, conveyance, transfer or conveyance as an entirety lease of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing purchasing, transferee or transferee corporationleasing Person, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyance lease by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or sale, conveyance, transfer or lease the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing purchasing, transferee or transferee corporationleasing Person, as the case may be, in such consolidation, merger, combination, sale sale, conveyance, transfer or conveyancelease, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales sales, conveyances, transfers or conveyancesleases. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which Rate that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (including as a result of a Fundamental Change), namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 11.05(c) applies), (ii) any consolidation, merger or combination of the Company with another Person 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 (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person 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 each Note outstanding immediately prior to such transaction shall be, and the Company or the successor or purchasing Person, 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) providing that each such Note shall be, convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash), and in the same proportion, receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Securities such Note (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security assuming conversion solely into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion and assuming, for such purposes, a sufficient number of authorized shares of Common Stock would have been available to convert all such Security Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance, subject to the Company’s (or the successor’s) right to deliver cash, shares of Common Stock or a combination of cash or Common Stock, as described under Section 11.12. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such reclassification, change, consolidation, merger, combination, sale or conveyance, the Company shall make adequate provision whereby the holders of the Notes shall have the opportunity, on a timely basis, to determine the form of consideration into which all of the Notes, treated as a single class, shall be convertible. Such determination shall be based on the blended, weighted average of elections made by holders of the Notes who participate in such determination and shall be 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. Such supplemental indenture shall provide for provisions and adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the provisions and adjustments of the Conversion Price provided for in this Article 4. IfXI and Article III and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes. (b) Any issuer of securities included in the case consideration referred to in Section 11.06(a) shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities. (c) The Company shall cause notice of the application of this Section 11.06 and the execution of any supplemental indenture required by this Section 11.06 to be delivered to each holder of the Notes at the address of such holder as it appears in the Note Register within 20 days after the execution thereof and shall issue a press release containing such information and publish such information on its web site. Failure to deliver such notice shall not affect the legality or validity of any conversion right pursuant to this Section 11.06 or of the supplemental indenture. (d) The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances, and the provisions of Section 11.05 shall apply to any shares of Capital Stock received by the holders of Common Stock in any such reclassification, change, consolidation, merger, combination, sale or conveyance. In addition, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of if this Section 4.11 11.06 applies to any event or occurrence, Section 11.05 shall similarly not apply to successive reclassifications, changes, combinations, consolidations, mergers, sales such event or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersoccurrence.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6Sections 13.06 and 13.07); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4XIII. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with in respect thereto thereof and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.64.07); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in resulting any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.13 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.13, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefortherefore, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersHolders within 30 days of such reclassification, consolidation, merger, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock Conversion Shares issuable upon conversion of the Securities Series C-1 Preferred 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, or any other change for which an adjustment is provided in Section 4.6(c)(i), (ii) or (iii) above); (b) any consolidation or merger or combination to which the Company Corporation is a party other than a merger in which the Company Corporation is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personCorporation as an entirety, then the CompanyCorporation, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to ensure that effective provision be made in the Trustee a supplemental indenture providing certificate of incorporation of the resulting or surviving corporation or otherwise that the Holder each holder of each Security Series C-1 Preferred Stock then outstanding shall have the right to convert such Security Series C-1 Preferred Stock into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Conversion Stock deliverable upon conversion of such Security Series C-1 Preferred Stock immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of , and that the Conversion Price shall continue to be subject to adjustment which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4Section 9. If, If in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Conversion Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture effective provision shall also be executed by made in the certificate of incorporation of such other person and shall contain corporation or otherwise of such additional antidilution provisions as are necessary to protect the interests of the Holders holders of the Securities as the Board of Directors shall reasonably consider necessary Series C-1 Preferred Stock by reason of the foregoing. The provisions of this Section 4.11 9(c)(x) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company Issuer is a party other than a merger in which the Company Issuer is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyIssuer, directly or indirectly, to any person, then the CompanyIssuer, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance, assuming such Holder did not exercise its rights of election, if any, as to the kind and amount of securities, cash or other property receivable upon such reclassification, consolidation, merger or sale. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Issuer shall execute a supplemental indenture pursuant to this Section 4.11, the Company Issuer shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail cause notice thereof to be mailed to all HoldersHolders within 30 days of such reclassification, consolidation, merger, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is specifically provided in Section 4.615.6); (b) any consolidation or merger or combination to which the Company Parent is a party other than a merger in which the Company Parent is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personParent as an entirety, then the CompanyParent, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture Term B Loan Lender an agreement providing that the Holder of each Security then outstanding Term B Loan Lender shall have the right to convert such Security the Term B Loan into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable issuable upon conversion of such Security the Term B Loan immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture agreement shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4Section 15. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture agreement shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of Term B Loan Lender that are comparable to the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingforegoing provisions set forth in Section 15. The provisions of this Section 4.11 15.9 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6combination of the Common Stock); (b) any consolidation or a consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another Person; and (2) pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash (or any personcombination thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to the Trustee a supplemental indenture providing that that, at the Holder effective time of each Security then outstanding shall have the Merger Event, the right to convert such a Security will be changed, without the consent of any Holders, into a right to convert it into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashCash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such transaction (assuming for such purposes that such conversion were settled entirely in the Common Stock and without giving effect to any adjustment to the Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, changeexcept that such Holders shall not be entitled to an increase in the Conversion Rate if such Holder does not convert its Securities “in connection with” the relevant Make-Whole Fundamental Change. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), combination, consolidation, merger, sale or conveyancethe Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, Company to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (each, a “Business Combination”), namely: : (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, (2) a consolidation, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which of the Company is with another Person, (3) a party sale, lease or other than transfer to a merger in which third Person of all or substantially all of the consolidated assets of the Company is and its Subsidiaries, or (4) any statutory share exchange of the continuing corporation and which does not result Company with another Person, in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, upon cash conversion of Securities, the cash settlement of the Conversion Reference Value in accordance with the provisions of Section 4.12 shall be based on the value over the applicable Conversion Reference Period of the shares of stock, other securities or other property or assets (including cash or any combination thereof) which holders of Common Stock are entitled to receive in respect of each Security then outstanding shall have share of Common Stock upon such Business Combination. For purposes of the foregoing, where a Business Combination involves a transaction that causes the Common Stock to be converted into the right to convert receive more than a single type of consideration based upon any form of stockholder election, such Security into consideration will be deemed to be the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder weighted average of the number types and amounts of shares consideration received by the holders of Common Stock deliverable upon conversion of that affirmatively make such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassificationsBusiness Combinations. None of the provisions of this Section 4.10 shall affect the right of a Holder of Securities to require the Company to cash convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of a Business Combination. If this Section 4.10(a) applies to any event or occurrence, changes, combinations, consolidations, mergers, sales or conveyances. Section 4.06 hereof shall not apply to the extent the application of such Section would result in a duplicative adjustment. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.10, the Company shall promptly file with the Trustee (x1) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto therefore and that all conditions precedent have been complied with and (y2) an Opinion of Counsel to the effect that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof of the execution of such supplemental indenture to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6408); (b) any consolidation or merger consolidation, merger, binding share exchange or combination to which the Company is a party as a result of which the holders of Common Stock shall be entitled to receive stock, securities or other properties or assets with respect to or in exchange for such Common Stock, other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, in each case in which holders of the Company’s Common Stock would be entitled to receive stock, other securities, other property, assets or cash for their Common Stock, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding Outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.or

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (ai) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (bii) any consolidation consolidation, combination or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include includes shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions provision of this Section 4.11 4.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. Notwithstanding the foregoing, a distribution by the Company to all or substantially all holders of its Common Stock for which an adjustment to the Conversion Price or provision for conversion of the Securities may be made pursuant to Section 4.6 shall not be deemed to be a sale or conveyance of all or substantially all of the assets of the Company for purposes of this Section 4.12. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.12, the Company shall promptly file with the Trustee (x) an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 413. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: : (ai) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Series A-X Preferred 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, or any other change for which an adjustment is provided in Section 4.66(c); ); (bii) any consolidation or merger or combination to which the Company Corporation is a party other than a merger in which the Company Corporation is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding Outstanding shares of Common Stock; or or (ciii) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyCorporation, directly or indirectly, to any person, then the CompanyCorporation, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee holder a supplemental indenture instrument providing that (A) the Holder of each Security then outstanding holder shall have the right to convert such Security its shares of Series A-X Preferred Stock into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Series A-X Preferred Stock, at a conversion price equal to the Conversion Price determined pursuant to Section 6(a)(i), immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance, and (B) in the event of any exercise by the Corporation of its right to convert any shares of Series A-X Preferred Stock held by such holder pursuant to Section 6(a)(ii), such shares of Series A-X Preferred Stock shall be convertible into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Series A-X Preferred Stock, at a conversion price equal to the Corporation Conversion Price determined pursuant to Section 6(a)(ii)(A), immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such Any such supplemental indenture instrument shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4Section 6(c). If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture instrument shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 6(d) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Corporation shall execute a supplemental indenture instrument pursuant to this Section 4.116(d), the Company Corporation shall promptly file with the Trustee holder (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities holder upon the conversion of their Securities its shares of Series A-X Preferred Stock after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with. Notwithstanding anything contained in this Certificate to the contrary, the provisions of this Section 6(d) shall be given effect as though each share of Series A-X Preferred Stock had been issued by the Corporation to the holder thereof on the Initial Closing Date, such that upon issue of any share of the Series A-X Preferred Stock the holder thereof shall, immediately upon issue and shall promptly mail notice thereof without any further action by such holder, be entitled to the benefit of all Holdersprovisions of this Section 6(d) with respect to any and all events occurring from the Initial Closing Date until the date of issue of such share of Series A-X Preferred Stock as though such share of Series A-X Preferred Stock had been outstanding continuously during such period.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of In the following shall occur, namelyevent of: (a) any recapitalization, reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale a sale, lease or conveyance as an entirety other transfer of all or substantially as an entirety all of the consolidated property and assets of the CompanyCompany and its Subsidiaries, directly or indirectly, to another Person; or (d) a statutory share exchange (any personsuch event a “Merger Event”), then the Companyin which holders of Common Stock would be entitled to receive shares of stock, or such successorother securities, property, assets or cash (or combination thereof) for their shares of Common Stock, then, the Company or the successor or purchasing or transferee corporationcompany, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, will execute and deliver to with the Trustee a supplemental indenture providing that at the effective time of any such Merger Event, the Holder of each Security then outstanding shall have the right to convert such Security into a right to the kind and amount of shares of stock and stock, or other securities and property securities, property, assets or cash (including cashor combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of Common Stock deliverable equal to the Conversion Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) in connection with such Merger Event. However, at and after the effective time of the Merger Event, (i) the amount otherwise payable in cash upon conversion of such Security immediately prior the Securities pursuant to such reclassificationSection 5.03 will continue to be payable in cash, change, combination, consolidation, merger, sale (ii) the Company shall continue to have the right to determine the form of consideration to be paid or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporationdelivered, as the case may be, in such consolidation, merger, combination, 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 respect of the Holders remainder, if any, of the Conversion Obligation in excess of the principal amount of the Securities being converted as set forth under Section 5.03, (iii) the Board number of Directors shall reasonably consider necessary by reason shares of Common Stock, if any, otherwise deliverable upon conversion of the foregoingSecurities pursuant to Section 5.03 will 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 Merger Event and (iv) the Daily VWAP will be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock would have received in such Merger Event. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property into which the Securities will be convertible will be deemed to be (a) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such election or (b) 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. If the holders of Common Stock receive only cash in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (a) the consideration due upon conversion of each $1,000 principal amount of Securities 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 5.11), multiplied by the price paid per share of Common Stock in such Merger Event and (b) the Company shall satisfy the Conversion Obligation by paying cash 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) of such weighted average as soon as practicable after such determination is made. The provisions of this Section 4.11 5.13 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Company's Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personanother Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock, other securities, other property, assets or cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture reasonably satisfactory to the Trustee providing that that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Holder would not have exercised any rights of election that such Holder would have had as a holder of Common Stock to select a particular type of consideration. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 47. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 7.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Holder of a Security may otherwise have pursuant to Section 7.6(c) to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.117.11, the Company shall promptly file with the Trustee (x) an Officers' Officer's Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Price, which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing or transferee corporationPerson, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Class B Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.64.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Class B Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into Cash and, with respect to the Residual Amount, the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Class B Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceconveyance (the "Reference Property"). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder of Class B Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. The Trustee has no duty to determine whether a supplemental indenture under this Section 4.11 need be entered into. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof of such supplemental indenture to all Holders. In the event that holders of the Class B Common Stock have the right to elect the form of consideration to be received in connection with such reclassification, change, combination, consolidation, merger, sale or conveyance, the Reference Property shall be determined based on the weighted average of the kind and amount of consideration received by the holders of the Class B Common Stock that affirmatively make such an election. The determination of the Reference Property shall apply to all outstanding Securities and the Company shall notify the Trustee of the composition of the Reference Property promptly after it is determined.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of In the following shall occur, namelyevent of: (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.66.6); (b) any consolidation or consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personanother Person, then the Company, or such successor, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into cash and, with respect to the portion of the Company’s obligation to settle upon conversion in excess (if any) of the principal amount of Securities being converted, the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which and payments upon conversion that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price and payments upon conversion as provided for in this Article 46. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing or transferee corporationPerson, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 6.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.116.11, the Company shall promptly file with the Trustee (x) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personanother Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock, other securities, other property, assets or cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Holder would not have exercised any rights of election that such Holder would have had as a holder of Common Stock to select a particular type of consideration. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 47. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 7.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Holder of a Security may otherwise have pursuant to Section 7.6(c) to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.117.11, the Company shall promptly file with the Trustee (x) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personperson other than a wholly owned Subsidiary of the Company, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 413. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.this

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personanother Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Holder would not have exercised any rights of election that such Holder would have had as a holder of Common Stock to select a particular type of consideration. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 47. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 7.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Holder of a Security may otherwise have pursuant to Section 7.6(c) to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.117.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or merger or combination to which the Company Parent is a party other than a merger in which the Company Parent is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyParent, directly or indirectly, to any person, then the CompanyParent, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors of Parent shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Parent shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company Parent shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (each, a “Business Combination”), namely: : (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, (2) a consolidation, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which of the Company is with another Person, (3) a party sale, lease or other than a merger in which transfer to another Person of all or substantially all of the consolidated assets of the Company is and its Subsidiaries, or (4) any statutory share exchange of the continuing corporation and which does not result Company with another Person, in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Value in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Remaining Share, if any, deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassificationsBusiness Combinations. None of the provisions of this Section 4.10 shall affect the right of a Holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of a Business Combination. If this Section 4.10(a) applies to any event or occurrence, changes, combinations, consolidations, mergers, sales or conveyances. Section 4.06 hereof shall not apply. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.10, the Company shall promptly file with the Trustee (x1) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto therefore and that all conditions precedent have been complied with and (y2) an Opinion of Counsel to the effect that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof of the execution of such supplemental indenture to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.64.07); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in resulting any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable cash)receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.114.12, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefortherefore, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersHolders within 30 days of such reclassification, consolidation, merger, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occur, namely: (a1) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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 or any other change transaction or event for which an adjustment is provided in Section 4.64.06); (b2) any statutory share exchange, consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c3) any sale or conveyance as an entirety of all or substantially as an entirety of all the property and assets of the Company, directly or indirectly, to any person, then the Company, or Company and any such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture to this Indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, statutory share exchange, consolidation, merger, sale or conveyanceconveyance (assuming such holder of Common Stock did not exercise any right of election as to the kind or amount of stock, other securities or other property or assets, including cash, receivable upon such transaction, and provided that if the kind or amount of stock, other securities or other property or assets receivable upon such transaction is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised, then the kind and amount shall be deemed to be the kind and amount receivable per share of Common Stock by a plurality of the nonelecting shares). Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, statutory share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, statutory 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. . (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x1) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y2) an Opinion of Counsel that all conditions precedent thereto and hereunder have been complied with, and shall promptly mail notice thereof to all Holders. Failure to mail such notice or any defect therein shall not affect the validity of such transaction and such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6406); (b) any consolidation or merger consolidation, merger, binding share exchange or combination to which the Company is a party as a result of which the holders of Common Stock shall be entitled to receive stock, securities or other properties or assets with respect to or in exchange for such Common Stock, other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, in each case in which holders of the Company's Common Stock would be entitled to receive stock, other securities, other property, assets or cash for their Common Stock, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding Outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4Four. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture the Board of Directors shall also be executed by such other person and shall contain take such additional provisions actions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 411 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11411, the Company shall promptly file with the Trustee and the Conversion Agent (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The provisions of this Section 411 shall not apply to transactions in connection with the creation of a Wholly-Owned Subsidiary of the Company which would hold all or substantially all of the Company's broadcast operations and would become a primary obligor under all or substantially all of the Company's Indebtedness (other than the Securities).

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into cash and, with respect to the portion of the Conversion Obligation in excess (if any) of the principal amount of Securities being converted, the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. For purposes of the foregoing, if holders of the Common Stock receive or have the right to receive more than one form of consideration in connection with such reclassification, change, combination, consolidation, merger, sale or conveyance, then the Company shall make adequate provisions to give holders of the Securities, treated as a single class, a reasonable opportunity to elect the form of such consideration for purposes of determining the composition of consideration received, provided that once the election is made, it shall apply to all holders of Securities after the effective time of the transaction. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Class B Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.64.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Class B Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into Cash and, with respect to the Residual Amount, the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Class B Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceconveyance (the “Reference Property”). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder of Class B Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. The Trustee has no duty to determine whether a supplemental indenture under this Section 4.11 need be entered into. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof of such supplemental indenture to all Holders. In the event that holders of the Class B Common Stock have the right to elect the form of consideration to be received in connection with such reclassification, change, combination, consolidation, merger, sale or conveyance, the Reference Property shall be determined based on the weighted average of the kind and amount of consideration received by the holders of the Class B Common Stock that affirmatively make such an election. The determination of the Reference Property shall apply to all outstanding Securities and the Company shall notify the Trustee of the composition of the Reference Property promptly after it is determined.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (ai) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.66.06); (bii) any consolidation or consolidation, merger or combination to which binding share exchange involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common StockCompany; or (ciii) any sale sale, assignment, conveyance, transfer, lease or conveyance other disposition to another person of the Company’s property and assets as an entirety or substantially as an entirety entirety, in each case as a result of the which holders of Common Stock shall be entitled to receive cash, securities or other property and assets of the Companywith respect to or in exchange for such Common Stock (any such event a “Merger Event”), directly or indirectly, to any person, then then: (a) the Company, or such successor, successor purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to 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 Holder of each Security then outstanding Holders shall have the right be entitled thereafter to convert such Security their Securities into the kind type and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of the Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event; provided that, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of at and after the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case effective time of any such consolidationMerger Event, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, any amount otherwise payable in such consolidation, merger, combination, 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 cash upon conversion of the Securities shall continue to be payable as provided in Section 6.05, including the Board Company’s right to determine the form of Directors shall reasonably consider necessary by reason of the foregoingconsideration as provided therein. The provisions For purposes of this Article 6, if the Common Stock has been replaced by Reference Property as a result of any transaction described in this Section 4.11 6.12(a), references to the Common Stock shall similarly apply refer to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. such Reference Property. (b) In the event the Company shall execute a supplemental indenture pursuant to this Section 4.116.12, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating describing the reasons thereforMerger Event, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of that will comprise the Securities upon the conversion of their Securities Reference Property after any such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, any adjustment to be made with respect thereto and stating that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with. Any failure to deliver such Officers’ Certificate shall not affect the legality or validity of such supplemental indenture. (c) With respect to each $1,000 principal amount of Securities surrendered for conversion after the effective date of any such Merger Event in lieu of cash and shares of Common Stock, if any, otherwise provided for hereunder, the Company shall deliver to the converting Holder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Securities to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate. (i) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 6.03 (provided that the amount of such cash shall be determined as if references in such Section to “the Closing Sale Price” were instead a reference to “the Closing Sale Price of a unit of Reference Property” composed of the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration). (ii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly mail notice thereof following the last day of the applicable Conversion Period. (iii) For purposes of this Section 6.12, the “Weighted Average Consideration” means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to all Holdersreceive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of 40 -34- Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (ai) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (bii) any consolidation consolidation, combination or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security Note then outstanding shall have the right to convert such Security Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 412. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include includes shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions provision of this Section 4.11 12.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. Notwithstanding the foregoing, a distribution by the Company to all or substantially all holders of its Common Stock for which an adjustment to the Conversion Price or provision for conversion of the Notes may be made pursuant to Section 12.06 shall not be deemed to be a sale or conveyance of all or substantially all of the assets of the Company for purposes of this Section 12.12. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1112.12, the Company shall promptly file with the Trustee (x) an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities Notes upon the conversion of their Securities Notes after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. For the avoidance of doubt, a Holder will not be entitled to an increase in the Conversion Rate if such Holder does not convert its Securities during the period specified in Section 13.12(a). Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 413. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors of the Company shall reasonably in good faith consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 5.07(c) applies), (ii) any consolidation, merger, binding share exchange or from par value to no par value, or from no par value to par value, or combination of the Company with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or transfer of all or substantially all of the properties and assets of the Company to any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or Person as a result of a subdivision or combination) in, outstanding shares 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 (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, Company or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding Senior Note shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, binding share exchange, combination, sale or conveyance transfer by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Senior Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Senior Notes) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or transfer assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyancetransfer (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer 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 5.10 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in The Company shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also to be executed by such other person mailed to each Holder of Senior Notes, at its address appearing on the Security Register, within twenty (20) days after execution thereof and shall contain issue a press release containing such additional provisions information and publish such information on its website on the World Wide Web. Failure to protect deliver such notice shall not affect the interests legality or validity of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch supplemental indenture. The above provisions of this Section 4.11 5.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, binding share exchanges, combinations, sales or conveyancesand transfers. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.115.10 applies to any event or occurrence, the Company Section 5.07 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, Company to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including property(including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following following, shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personperson other than a wholly owned Subsidiary of the Company, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that that, subject to Section 4.6(e), the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. For the avoidance of doubt, a Holder will not be entitled to an increase in the Conversion Rate as a result of a transaction described in clause (a), (b) or (c) of this paragraph that constitutes a Fundamental Change if such Holder does not convert its Securities during the period specified in Section 13.12(a) in respect of such Fundamental Change. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 413. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors of the Company shall reasonably in good faith consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Series B Preferred 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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common the Series B Preferred Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any another person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Series B Preferred Stock would be entitled to receive stock, other securities, other property, assets or cash for such shares of Series B Preferred Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationperson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture Lenders an amendment to this Agreement providing that that, at and after the Holder effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, each Security Loan then outstanding shall have the right to convert exchange the Exchangeable Portion of such Security Loan into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Series B Preferred Stock deliverable upon conversion exchange of the Exchangeable Portion of such Security Loan immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Lender would not have exercised any rights of election that such Lender would have had as a holder of Series B Preferred Stock to select a particular type of consideration. Such supplemental indenture amendment shall provide for adjustments of the Conversion Price Exchange Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Exchange Rate provided for in this Article 4Section 5.11. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Series B Preferred Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationperson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture amendment shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities Lenders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Lender may otherwise have pursuant to Section 5.5.1 receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture an amendment pursuant to this Section 4.115.11, the Company shall promptly file with deliver to the Trustee (x) Lenders an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities Lenders upon the conversion of the Exchangeable Portion of their Securities Loans after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holderssatisfied.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company Brocade is a party other than a merger in which the Company Brocade is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyBrocade, directly or indirectly, to any person, then the CompanyBrocade, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance, and that each such Holder will also receive the rights described in a Rights Plan with respect to such number of shares of Common Stock. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent equivalent, as may the Board of Directors of Brocade shall reasonably consider to be practicable practicable, to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors of Brocade shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Brocade shall execute a supplemental indenture pursuant to this Section 4.11, the Company Brocade shall promptly file with the Trustee (x) an Officers' ’ Certificate of Brocade briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel of Brocade that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 11.07(c) applies), (ii) any consolidation, merger, binding share exchange or from par value to no par value, or from no par value to par value, or combination of the Company with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or transfer of all or substantially all of the properties and assets of the Company to any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or Person as a result of a subdivision or combination) in, outstanding shares 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 (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, Company or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, binding share exchange, combination, sale or conveyance transfer by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or transfer assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyancetransfer (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer 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 11.10 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 411. If, in The Company shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also to be executed by such other person mailed to each Holder of Securities, at its address appearing on the Security register, within twenty (20) days after execution thereof and shall contain issue a press release containing such additional provisions information and publish such information on its website on the World Wide Web. Failure to protect deliver such notice shall not affect the interests legality or validity of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch supplemental indenture. The above provisions of this Section 4.11 11.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, binding share exchanges, combinations, sales or conveyancesand transfers. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.1111.10 applies to any event or occurrence, the Company Section 11.07 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities 2020 Debentures (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to in which the Company is a party consolidating with another entity or merging with or into another entity other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, Company to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security 2020 Debenture then outstanding shall have the right to convert such Security 2020 Debenture into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security 2020 Debenture immediately prior to such reclassification, change, combinationconsolidation, merger, sale or conveyance, assuming such holder of Common Stock of the Company (i) is not a person party to such transaction and (ii) failed to exercise his rights of an election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, sale or conveyance, provided, however, that if the kind or amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance is not the same for each share of Common Stock of the Company held immediately prior to such reclassification, change, consolidation, merger, sale or conveyance in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 11.11 the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by 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. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4XI. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities 2020 Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 11.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1111.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities 2020 Debentures upon the conversion of their Securities 2020 Debentures after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash (or any personcombination thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, execute and deliver to the Trustee a supplemental indenture providing that that, at the Holder effective time of each Security then outstanding shall have the Merger Event, the right to convert such a Security will be changed into a right to convert it into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashCash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of the a number of shares of Common Stock deliverable upon conversion of such Security equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive (the “Reference Property”) upon such transaction (assuming for such purposes that such conversion were settled entirely in Common Stock and without giving effect to any adjustment to the Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, changeexcept that such Holders will not be entitled to an increase in the Conversion Rate if such Holder does not convert its Securities “in connection with” the relevant Fundamental Change. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), combination, consolidation, merger, sale or conveyancethe Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 4.09 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all HoldersMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, Company to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: : (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.66.5); ; (b) any consolidation consolidation, merger, combination or merger or combination binding share exchange to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or or (c) any sale transfer or conveyance as an entirety lease of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale combination, binding share exchange, transfer or conveyancelease, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale combination, binding share exchange, transfer or conveyance lease by a holder of the number of shares of Common Stock deliverable issuable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale combination, binding share exchange, transfer or conveyancelease. Such supplemental indenture shall provide for adjustments of the Conversion Price which Rate that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 46. If, in the case of any such consolidation, merger, combination, sale binding share exchange, transfer or conveyancelease, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporationPerson, as the case may be, in such consolidation, merger, combination, sale binding share exchange, transfer or conveyancelease of all, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 6.9 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales combinations, binding share exchanges, transfers or conveyancesleases. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.116.9, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale combination, binding share exchange, transfer or conveyancelease, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and the Company or the Trustee on behalf of the Company shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock Ordinary Shares represented by ADSs issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or merger or combination to which the Company Parent is a party other than a merger in which the Company Parent is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common StockOrdinary Shares; or (c) any sale sale, conveyance, transfer or conveyance lease of the property and assets of Parent as an entirety or substantially as an entirety of the property and assets of the Companyentirety, directly or indirectly, to any personPerson, then the CompanyParent, or such successor, purchasing purchasing, transferee or transferee corporationleasing Person, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyance lease by a holder of the number of shares of Common Stock ADSs deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease. Such supplemental indenture shall provide for adjustments of the Conversion Price which that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or sale, conveyance, transfer or lease the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock Ordinary Shares, include shares of stock or other securities and property of a person Person other than the successor, purchasing purchasing, transferee or transferee corporationleasing Person, as the case may be, in such consolidation, merger, combination, sale sale, conveyance, transfer or conveyancelease, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company or Parent shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales sales, conveyances, transfers or conveyancesleases. In the event the Company or Parent shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company Parent shall promptly file with the Trustee (x) an Officers' Officer’s Certificate of Parent briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale sale, conveyance, transfer or conveyancelease, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (ai) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (bii) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets or business of the Company, directly or indirectly, to any person, then the Company, or such successor, successor or purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee each Holder of Debentures a supplemental indenture statement providing that the Holder of each Security Debenture then outstanding shall have the right to convert such Security Debenture into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Debenture immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture statement shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for elsewhere in this Article 4Section 7. The foregoing, however, shall not in any way affect the right a Holder of a Debenture may otherwise have, pursuant to clause (ii) of the last sentence of Section 7.11(d), to receive Rights upon conversion of a Debenture. If, in the case of any such consolidation, merger, combination, sale or conveyance, conveyance the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include includes shares of stock or other securities and property of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture agreement shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities Debentures as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions provision of this Section 4.11 7.17 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture agreement pursuant to this Section 4.117.17, the Company shall promptly file with the Trustee (x) send to each Holder of Debentures an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities Debentures upon the conversion of their Securities Debentures after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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 or any other change transaction for which an adjustment is provided in Section 4.64.06); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personanother Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Holder would not have exercised any rights of election that such Holder would have had as a holder of Common Stock to select a particular type of consideration; provided, however, that if the kind or amount of stock, other securities or other property (including Cash) receivable upon such transaction is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised, then the kind and amount shall be deemed to be the kind and amount receivable per share of Common Stock by a plurality of the nonselecting shares of Common Stock; provided, further, that if, pursuant to Section 3.1, the Company elects that the Securities become convertible solely into Traded Common Stock in a merger or consolidation in which at least 90% of the consideration is Traded Common Stock (excluding Cash payments for fractional shares and Cash payments pursuant to dissenter’s appraisal rights), then each Holder of each Security then outstanding shall have the right to convert such Security into an amount of shares of Traded Common Stock with a value (based on the Closing Sale Price of the Traded Common Stock on the effective date of such merger or consolidation) that is equal to the fair market value of the consideration receivable by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such merger or consolidation. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 4IV. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Holder of a Security may otherwise have pursuant to Section 4.6(c) to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that the execution of the Supplemental Indenture is authorized or permitted under the terms of this Indenture and that all conditions precedent to the execution thereof have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any the case of the following shall occurevents (each, namely: a “Business Combination”): (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, or any other change for which an adjustment is provided in Section 4.6); , (b2) any consolidation or consolidation, merger or combination involving the Company, (3) any sale, lease or other transfer to which a third party of all or substantially all of the consolidated assets of the Company is a party other than a merger and its Subsidiaries, or (4) any statutory share exchange, in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Conversion Share deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.Business

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of In the following shall occur, namelyevent of: (a) any reclassification or change of shares of the Company’s Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.06); (b) any consolidation or consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to another Person; or (d) a statutory share exchange (any personsuch event a “Merger Event”), then in which holders of Common Stock would be entitled to receive shares of stock, or other securities, property, assets or cash (or combination thereof) for their shares of Common Stock, then, at the effective time of any such Merger Event, the Company, or such successor, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into a right to the kind and amount of shares of stock and stock, or other securities and property securities, property, assets or cash (including cashor combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by that a holder of a number of shares of Common Stock equal to the Conversion Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) in connection with such Merger Event. However, at and after the effective time of such Merger event, (x) the amount otherwise payable in cash upon conversion of the Securities pursuant to Section 5.03 will continue to be payable in cash, (y) the number of shares of Common Stock otherwise deliverable upon the conversion of such Security immediately prior the Securities pursuant to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall Section 5.03 will instead be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, deliverable in the case amount and type of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by Reference Property that a holder of that number of shares of Common Stock include shares of stock or other securities would have received in such Merger Event and property (z) the Daily VWAP will be calculated based on the value of a person other than the successor, purchasing or transferee corporation, as the case may be, unit of Reference Property that a holder of one share of Common Stock would have received in such consolidationMerger Event. If the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), merger, combination, sale or conveyance, then such supplemental indenture shall also the Reference Property into which the Securities will be executed by such other person and shall contain such additional provisions convertible will be deemed to protect be the interests weighted average of the Holders types and amounts of consideration received by the Securities as the Board holders of Directors shall reasonably consider necessary by reason of the foregoingCommon Stock that affirmatively make such election. The provisions of this Section 4.11 5.12 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyancesMerger Events. In the event If the Company shall execute a supplemental indenture pursuant to this Section 4.115.12, the Company shall promptly file with the Trustee (x) an Officers' Officer’s Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyanceMerger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 5.07(c) applies), (ii) any consolidation, merger, binding share exchange or from par value to no par value, or from no par value to par value, or combination of the Issuer with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or transfer of all or substantially all of the properties and assets of the Issuer to any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or Person as a result of a subdivision or combination) in, outstanding shares 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 (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, Issuer or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding Debenture shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, binding share exchange, combination, sale or conveyance transfer by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or transfer assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyancetransfer (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer 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 5.10 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or transfer 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 45. If, in The Issuer shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture to be mailed to each Holder of Debentures, at its address appearing on the Security Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall also be executed by not affect the legality or validity of such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsupplemental indenture. The above provisions of this Section 4.11 5.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, binding share exchanges, combinations, sales or conveyancesand transfers. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.115.10 applies to any event or occurrence, the Company Section 5.07 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.65.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 45. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 5.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.115.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities 2006 Notes (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, or any other change for which an adjustment is provided in Section 4.612.06); (b) any consolidation or merger or combination conversion to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, conversion, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security 2006 Note then outstanding shall have the right to convert such Security 2006 Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, conversion, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security 2006 Note immediately prior to such reclassification, change, combinationconsolidation, merger, conversion, sale or conveyance assuming such holder of Common Stock (i) is not a Person party to such transaction and (ii) failed to exercise his rights of an election, if any, as to the kind or amount of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, conversion, sale or conveyanceconveyance (provided, however, that if the kind or amount of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, conversion, sale or conveyance is not the same for each share of Common Stock held immediately prior to such reclassification, change, consolidation, merger, conversion, sale or conveyance in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 12.11 the kind and amount of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, conversion, sale or conveyance by 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4XII. If, in the case of any such consolidation, merger, combinationconversion, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successor, purchasing or transferee corporationPerson, as the case may be, in such consolidation, merger, combinationconversion, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities 2006 Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 12.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, conversions, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1112.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities 2006 Notes upon the conversion of their Securities 2006 Notes after any such reclassification, change, combination, consolidation, merger, conversion, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 11.11(c) applies), (ii) any consolidation, merger or from par value to no par value, or from no par value to par value, or combination of the Company with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property properties and assets of the Company, directly or indirectly, Company to any personother Person 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 Company, Company or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, combination, sale or conveyance by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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 11.14 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 411. If, in The Company shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also to be executed by such other person mailed to each Holder of Securities, at its address appearing on the Security register, within twenty (20) days after execution thereof and shall contain issue a press release containing such additional provisions information and publish such information on its website on the World Wide Web. Failure to protect deliver such notice shall not affect the interests legality or validity of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch supplemental indenture. The above provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, combinations, sales or and conveyances. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.1111.14 applies to any event or occurrence, the Company Section 11.11 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, 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 Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities Notes (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, or any other change for which an adjustment is provided in Section 4.613.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personPerson, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security Note then outstanding Outstanding shall have the right to convert such Security Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4XIII. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 13.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.1113.10, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities Notes after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following events shall occuroccur with respect to the Parent, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is specifically provided in Section 4.615.6); (b) any consolidation or merger or combination to which the Company Parent is a party other than a merger in which the Company Parent is the continuing corporation or other entity and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety of all or substantially as an entirety all of the property and assets of the CompanyParent, directly or indirectly, to any personas an entirety, then the Company, Parent or such successor, successor or purchasing corporation or transferee corporationother entity, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture Term B Loan Lender or the Term C Loan Lender, as the case may be, an agreement providing that the Holder of each Security then outstanding Term B Loan Lender or the Term C Loan Lender, as the case may be, shall have the right to convert such Security the Term B Loan or the Term C Loan, as the case may be, into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable issuable upon conversion of such Security the Term B Loan or the Term C Loan, as the case may be, immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture agreement shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4Section 15, mutatis mutandis. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock stock, membership interests, or other securities and property of a person corporation or other entity other than the successor, successor or purchasing corporation or transferee corporationother entity, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture agreement shall also be executed by such other person corporation or other entity and shall contain such additional provisions to protect the interests of the Holders of Term B Loan Lender or the Securities Term C Loan Lender, as the Board of Directors shall reasonably consider necessary by reason of case may be, that are comparable to the foregoingprovisions set forth in this Section 15, mutatis mutandis. The provisions of this Section 4.11 15.9 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant , mutatis mutandis. (q) Schedule C-1 hereby is amended and restated in its entirety to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersread as set forth in Annex I attached hereto.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall events occur, namely: namely (ai) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Securities (other than a change in par valuesubdivision or combination to which Section 12.11(c) applies), (ii) any consolidation, merger or from par value to no par value, or from no par value to par value, or combination of the Issuer with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, other securities or combinationother property or assets (including cash) with respect to or in exchange for such Common Stock, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (ciii) any sale or conveyance as an entirety of all or substantially as an entirety all of the property properties and assets of the Company, directly or indirectly, Issuer to any personother Person 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 Company, Issuer (or such successor, the successor or purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, ) shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each Security then outstanding shall have the right to convert such Security be convertible into the kind and amount of shares of stock and stock, other securities and or other property or assets (including cash) receivable upon such reclassification, change, combination, consolidation, merger, combination, sale or conveyance by a holder of the a number of shares of Common Stock deliverable issuable upon conversion of such Security Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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 12.14 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, 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). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 412. If, in The Issuer shall cause notice of the case execution of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also to be executed by such other person mailed to each Holder of Securities, at its address appearing on the Security register, within twenty (20) days after execution thereof and shall contain issue a press release containing such additional provisions information and publish such information on its website on the World Wide Web. Failure to protect deliver such notice shall not affect the interests legality or validity of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch supplemental indenture. The above provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, combinations, sales or and conveyances. In the event the Company shall execute a supplemental indenture pursuant to If this Section 4.1112.14 applies to any event or occurrence, the Company Section 12.11 shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersnot apply.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. (a) If any of the following shall occurevents occur (each, a “Business Combination”), namely: : (a1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (Stock, other than (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a result of a subdivision or a combination, (2) a consolidation, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which of the Company is with another Person, (3) a party sale, lease or other than a merger in which transfer to another Person of all or substantially all of the consolidated assets of the Company is and its Subsidiaries, or (4) any statutory share exchange of the continuing corporation and which does not result Company with another Person, in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or each case as a result of a subdivision or combination) in, outstanding shares which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock; , the Company or (c) any sale the successor or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, shall execute and deliver to 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 from and after the Holder effective date of such Business Combination, upon conversion of Securities, the settlement of the Conversion Obligation in accordance with the provisions of Section 4.12 shall be based on, and each Security then outstanding Remaining Share, if any, deliverable in respect of any such settlement shall have the right to convert such Security into consist of, the kind and amount of shares of stock and stock, other securities and or other property or assets (including cashcash or any combination thereof) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares which holders of Common Stock deliverable are entitled to receive in respect of each share of Common Stock upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyanceBusiness Combination. Such supplemental indenture shall provide for adjustments For purposes of the Conversion Price which shall foregoing, where a Business Combination involves a transaction that causes the Common Stock to be as nearly equivalent as may converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be practicable deemed to be the adjustments weighted average of the Conversion Price provided for in this Article 4types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. If, in the case of any such consolidation, merger, combination, sale or conveyanceBusiness Combination, the stock or other securities and property (including cash) assets receivable thereupon by a holder of shares of Common Stock include includes shares of stock or other securities and property assets of a person corporation other than the successor, successor or purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other person corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities 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 3 hereof. The Company shall not become a party to any Business Combination unless its terms are materially consistent with the provisions of this Section 4.11 4.10. The above provisions of this Section 4.10 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyancesBusiness Combinations. In None of the event the Company shall execute a supplemental indenture pursuant to provisions of this Section 4.11, 4.10 shall affect the Company shall promptly file right of a Holder of Securities to convert its Securities in accordance with the Trustee (x) an Officers' Certificate briefly stating provisions of this Article 4 prior to the reasons therefor, the kind or amount effective date of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersa Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. Subject to the further provisions of this Article 10, in the event the Borrower (i) reclassifies or changes its Borrower Common Shares (other than changes resulting from a subdivision or combination) or (ii) consolidates or combines with or merges into any Person or sells or conveys to another Person all or substantially all of its property and assets, and the holders of the Borrower Common Shares receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Borrower Common Shares, the Lenders will thereby have the continuing right to convert their Loans into the consideration they would have received if they had converted their Loans immediately prior to such re-classification, change, consolidation, merger, sale or conveyance (the “Conversion Securities”). If any of the following shall occur, namely: (a) any reclassification or change of shares of Borrower Common Stock Shares issuable upon conversion of the Securities Loans (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, or any other change for which an adjustment is provided in Section 4.610.3); (b) any consolidation or merger or combination to which the Company Borrower is a party other than a merger in which the Company Borrower is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Borrower Common StockShares; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the CompanyBorrower, directly or indirectly, to any person, then the CompanyBorrower, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture Agent an amendment to this Agreement providing that the Holder holder of each Security Loan then outstanding shall have the right to convert such Security Loan into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Borrower Common Stock Shares deliverable upon conversion of such Security Loan immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture amendment shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 410. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Borrower Common Stock Shares include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture amendment shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders holders of the Securities Loans as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 10.5 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company Borrower shall execute a supplemental indenture an amendment pursuant to this Section 4.1110.5, the Company Borrower shall promptly file with the Trustee Agent (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders holders of the Securities Loans upon the conversion of their Securities Loans after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holdersholders of Loans.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following (1) there shall occur, namely: occur (a) any reclassification or change of shares of the Common Stock issuable upon conversion of the Securities (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, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or a statutory share exchange, consolidation, merger or combination to which involving the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than 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) in, outstanding shares of Common Stock; or (c) any a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any personanother Person; and (2) pursuant to such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, holders of outstanding shares of Common Stock would be entitled to receive stock (other than Common Stock), other securities, other property, assets or Cash for such shares of Common Stock, then the Company, or such successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that that, at and after the effective time of such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cashCash) receivable upon such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, assuming that such Holder would not have exercised any rights of election that such Holder would have had as a holder of Common Stock to select a particular type of consideration. Such supplemental indenture shall provide for adjustments of the Conversion Price Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price Rate provided for in this Article 47. If, in the case of any such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cashCash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person Person other than the successorsuccessor or surviving, purchasing or transferee corporationPerson, as the case may be, in such reclassification, statutory share exchange, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 7.11 shall similarly apply to successive reclassifications, changes, combinationsstatutory share exchanges, consolidations, mergers, combinations, sales or and conveyances. The foregoing, however, shall not in any way affect the right a Holder of a Security may otherwise have pursuant to Section 7.6(c) to receive rights and warrants in accordance therewith. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.117.11, the Company shall promptly file with the Trustee (x) an Officers' ’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cashCash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combinationstatutory share exchange, consolidation, merger, combination, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with satisfied and (y) an Opinion of Counsel that all conditions precedent have been complied withsatisfied, and shall promptly mail notice thereof to all Holders.