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 (1) there shall occur (a) any reclassification of the Company’s Common Stock (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 of the Company’s Common Stock); (b) a consolidation, merger or combination involving the Company; or (c) a sale or conveyance to another Person of the property and assets of the Company as an entirety or substantially as an entirety; 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, or assets (including Cash) or any combination thereof for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to convert a Security will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including Cash) or any combination thereof that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such Merger 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 Base Conversion Rate with respect to a Fundamental Change) immediately prior to such Merger Event, except that such Holders will not be entitled to an increase in the Base Conversion Rate if such Holder does not convert its Securities in connection with the relevant Fundamental Change. For purposes of this Section 5.10, “in connection with” has the meaning set forth in Section 5.03(a). 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 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 5 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Rate provided for in this Article 5. The provisions of this Section 5.10 shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If (1) there shall occur (a) any reclassification of the Company’s Common Stock (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 of the Company’s Common Stock); (b) a consolidation, merger or combination involving the Company; or (c) a sale or conveyance to another Person of the property and assets of the Company as an entirety or substantially as an entirety; 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, or assets (including Cash) or any combination thereof for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to convert a Security will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including Cash) or any combination thereof that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such Merger 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 Base Conversion Rate with respect to a Fundamental Change) immediately prior to such Merger Event, except that such Holders will not be entitled to an increase in the Base Conversion Rate if such Holder does not convert its Securities in connection with the relevant Fundamental Change. For purposes of this Section 5.10, “"in connection with” has the meaning set forth in Section 5.03(a). 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 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 5 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Rate provided for in this Article 5. The provisions of this Section 5.10 shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If (1) there shall occur (a) any reclassification of the Company’s Common Stock (other than a change only in par value, or from par value to no par value value, or from no par value to par value, or a change as a result of a subdivision or combination of the Company’s Common Stock); (b) a consolidation, merger or combination involving the CompanyCompany 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) a sale or conveyance to another Person as an entirety or substantially as an entirety of the property and assets of the Company as an entirety Company, directly or substantially as an entiretyindirectly, 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 assets Cash (including Cash) or any combination thereof thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to convert a Security will be changed changed, without the consent of any Holders, into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including Cash) Cash or any combination thereof thereof) that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such Merger 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 Base Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, except that such Holders will shall not be entitled to an increase in the Base Conversion Rate if such Holder does not convert its Securities in connection with the relevant Fundamental Change. For purposes of this Section 5.10, “in connection with” has the meaning set forth in Section 5.03(a)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), the Reference Property into which the Securities will be convertible will 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 holder of Securities to convert its Securities in accordance with the provisions of this Article 5 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Rate provided for in this Article 54. The provisions of this Section 5.10 4.10 shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If (1) there shall occur (a) any reclassification of the Company’s Common Stock (other than a change only in par value, or from par value to no par value value, or from no par value to par value, or a change as a result of a subdivision or combination of the Company’s Common Stockcombination); (b) a statutory share exchange, consolidation, merger or combination involving the CompanyCompany 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) a sale or conveyance to another Person as an entirety or substantially as an entirety of the property and assets of the Company as an entirety Company, directly or substantially as an entiretyindirectly, 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 assets Cash (including Cash) or any combination thereof thereof) for such shares of Common Stock (any such event a “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to convert a Security will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including Cash) Cash or any combination thereof thereof) that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such Merger 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 Base Conversion Rate with respect to a Make-Whole Fundamental Change) immediately prior to such Merger Event, except that such Holders will not be entitled to an increase in the Base Conversion Rate if such Holder does not convert its Securities in connection with the relevant Fundamental Change. For purposes of this Section 5.10, “in connection with” has the meaning set forth in Section 5.03(a)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), 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 holder of Securities to convert its Securities in accordance with the provisions of this Article 5 4 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Rate provided for in this Article 54. The provisions of this Section 5.10 4.09 shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If (1) there shall occur In the event of: (a) any reclassification of the Company’s Common Stock (other than a change only in par value, or from par value to no par value value, or from no par value to par value, or a change as a result of a subdivision or combination of the Company’s Common Stockcombination, or any other change for which an adjustment is provided in Section 5.06); (b) a any consolidation, merger or combination involving the CompanyCompany 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) a sale or conveyance to another Person of all or substantially all of the property and assets of the Company as an entirety Company, directly or substantially as an entiretyindirectly, to another Person; and or (2d) 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, or assets (including Cash) or any combination thereof for such shares of Common Stock a statutory share exchange (any such 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 or survivingsuccessor, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, shall execute and deliver to the Trustee a supplemental indenture providing that, at that the effective time Holder of the Merger Event, each Security then outstanding shall have the right to convert a such Security will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property securities, property, assets or assets cash (including Cashor combination thereof) or any combination thereof that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such Merger 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 Base Conversion Rate connection with respect to a Fundamental Change) immediately prior to such Merger Event. However, except that at and after the effective time of such Holders Merger event, (x) the amount otherwise payable in cash upon conversion of the Securities pursuant to Section 5.03 will not continue to be entitled payable in cash, (y) the number of shares of Common Stock otherwise deliverable upon the conversion of the Securities pursuant to an increase Section 5.03 will instead be deliverable in the Base Conversion Rate if amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Holder does not convert its Securities Merger Event and (z) 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 connection with the relevant Fundamental Change. For purposes of this Section 5.10, “in connection with” has the meaning set forth in Section 5.03(a)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 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 5 prior to the effective date of such Merger Event. Such supplemental indenture shall provide for adjustments of the Base Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments of the Base Conversion Rate provided for in this Article 5. The provisions of this Section 5.10 5.12 shall similarly apply to successive Merger Events. If the Company shall execute a supplemental indenture pursuant to this Section 5.12, the Company shall promptly file with the Trustee (x) an 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 Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been satisfied and (y) an Opinion of Counsel that all conditions precedent have been satisfied, and shall promptly mail notice thereof to all Holders.