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

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) 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 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the Company: following events occur: (i) reclassifies any reclassification or changes its change of the outstanding shares of Common Stock (other than changes resulting 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 , (ii) consolidates any consolidation, merger, share exchange or merges combination of the Company with another person, or into (iii) any Person sale or sells, leases, transfers, conveys or otherwise disposes conveyance of all the properties and assets of the Company as an entirety or substantially all of its assets and those of its Subsidiaries taken as an entirety, in each case as a whole to another Person; and in either case result of which holders of Common Stock shall receive stock, other securities or other property or assets (including cash or any combination thereofcash) with respect to or in exchange for their such Common Stock (any such event, a “Merger Event”)Stock, then from and after the effective date of such Merger Event, the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act 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 at the Convertible Notes shall be convertible into the kind and after the effective time amount of shares of stock and other securities or property or assets (including cash) receivable upon such Merger Eventreclassification, each Outstanding Note willchange, without the consent consolidation, merger, share exchange, combination, sale or conveyance by a holder of Holders a number of shares of Common Stock issuable upon conversion of the Convertible Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Notes) immediately prior to such reclassification, become convertible in accordance with this Indenture into change, consolidation, merger, share exchange, combination, sale or conveyance. In the consideration the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such reclassification, change, consolidation, merger, saleshare exchange, leasecombination, transfersale or conveyance, conveyance the Company will make adequate provision whereby holders of the Convertible Notes shall have the opportunity, on a timely basis, to determine the form of consideration into which all of the Convertible 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 Convertible Notes who participate in such determination and shall be subject to any limitations to which all of the holders of Common Stock are subject to, such as pro rata reductions applicable to any portion of the consideration payable. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind securities and amount of consideration elected to be received assets receivable thereupon by a majority holder of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of includes shares of Common Stock which voted for such an election (if electing between more stock or other securities and assets of a person other than two types of consideration)the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, share exchange, 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 Convertible Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Appropriate provisions will be made, as determined in good faith by the Company’s Board of Directors, to preserve the settlement provisions of Section 12.13 following such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance to the extent feasible. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 10.06 in all material respects. (b) 12.06. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, holder of Convertible Notes at the his or her address of such Holder as it appears appearing on the Note Register, Register of holders for that purpose 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 10.06 12.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 10.06 12.06 applies to any Merger Eventevent or occurrence, Section 10.04 12.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Supplemental Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) 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 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (ia) reclassifies or changes its the outstanding shares of Common Stock (other than changes resulting from a change in par value, or as a result of a subdivision or combination); , or (iib) consolidates or merges with or into any Person another Person, or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and the Company’s assets, including those of its the Company’s Subsidiaries taken as a whole whole, to another Person; and any other Person or Persons, and, in either case case, holders of 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 such Common Stock (any such event, a “Merger Event”)Stock, then from and after the effective date of such Merger Event, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture under Section 13.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture indenture, if such supplemental indenture is then required to so comply) providing that at from and after the effective time date of such Merger Event, transaction each Outstanding Note willsuch Security shall, without the consent of any Holders of the NotesSecurities, become convertible into (including payments in accordance with this Indenture into shares of Common Stock made in respect of the Coupon Make Whole Payments upon conversion described in Sections 6.07 and 6.10), in lieu of the Common Stock otherwise deliverable, the same type (in the same proportion and without regard to any limitations on conversion described in Section 6.16) of the consideration received by the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). Appropriate provisions will be made, as determined in good faith by the Company’s Board of Directors, to preserve the value, and give effect to the intent of, the Coupon Make Whole Payment provisions set forth in Sections 6.07 and 6.10 following such transaction and without regard to any limitations on conversion described in Section 6.16. If the such transaction 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 stockholder election), the Reference Property into which the Notes Securities will become convertible will (including payment in shares of Common Stock made with respect to Coupon Make Whole Payments upon conversion) shall be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted voting for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted voting for such an election (if electing between more than two types of consideration), as the case may be, and without regard to any limitations on conversion described in Section 6.16 . The occurrence of an event described in clause (a) or (b) of the first sentence of this Section 6.05 that results in an adjustment to the consideration into which the Securities become convertible pursuant to the terms of this Section 6.05 shall not result in an adjustment to the Conversion Rate pursuant to Section 6.04. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 10.06 the foregoing in all material respects. (b) . Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 6, as determined in good faith by the Company or successor or purchasing corporation. The amount of cash and any Reference Property a Holder receives upon conversion will be based on the conversion value of the Reference Property and the Applicable Conversion Rate, as described above. If, in the case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, the stock or other securities and assets received thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 6. The Company shall cause notice of the execution of such supplemental indenture to be mailed or delivered to each Holder, at the address of such Holder as it appears on the Note Registerregister of the Securities maintained by the Registrar, within 20 calendar days after execution thereof. Simultaneously with providing such notice, the Company shall announce through a reputable national newswire in the United States the relevant information and make this information available on the Company Website. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 6.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationssales, sales and conveyances. If this Section 10.06 applies to any Merger Eventleases, Section 10.04 shall not applytransfers, conveyances or other dispositions.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If Subject to the Company: provisions of Article XVI, if any of the following events occur, namely (i) reclassifies any reclassification or changes its change of the outstanding shares of Common Stock (other than changes resulting 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 , (ii) consolidates any consolidation, merger or merges combination of the Company with or into any another Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination thereofcash) with respect to or in exchange for their such Common Stock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such eventCommon Stock (such transaction, a “Merger EventStatutory Exchange”), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at such Note shall be convertible into the kind and after the effective time amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Merger EventNotes (assuming, each Outstanding Note willfor such purposes, without the consent a sufficient number of Holders authorized shares of the Common Stock available to convert all such Notes) immediately prior to such reclassification, become convertible in accordance with this Indenture into the consideration the change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock received who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, salecombination, leaseStatutory Exchange, transfersale or conveyance, conveyance or then such supplemental indenture shall also be executed by such other disposition (Person and shall contain such consideration, additional provisions to protect the “Reference Property”). If interests of the transaction causes the Common Stock to be converted into the right to receive more than a single type holders of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may beCompany’s 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 XVI herein. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the his address of such Holder as it appears appearing on the Note RegisterRegister provided for in Section 2.5 of this Indenture, within 20 twenty (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 10.06 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 15.7 applies to any Merger Eventevent or occurrence, Section 10.04 15.6 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (a) If any reclassification or change of the Company: (i) reclassifies or changes its outstanding shares of Common Stock (other than changes resulting 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 (iib) consolidates any consolidation or merges merger of the Company with or into another Person, or any Person sale, lease, transfer, conveyance or sells, leases, transfers, conveys or otherwise disposes other disposition of all or substantially all of its the Company’s assets and those of its the Company’s Subsidiaries taken as a whole to another Person; and in either case any other Person or Persons, as a result of which holders of all or substantially all of the 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 such Common Stock (any such event, a “Merger Event”), then from and after the effective date of such Merger EventStock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture indenture, if such supplemental indenture is then required to so comply) providing that at from and after the effective time date of such Merger Event, transaction each Outstanding such Note willshall, without the consent of any Holders of Notes, upon the Notesoccurrence of any event that triggers a conversion right and during the periods set forth in the description of such triggering event, in each case, as described in this Article 9, become convertible in accordance with this Indenture into the procedures set forth in Section 9.02, except that the Daily Conversion Value will be based on only the kind and amount of the consideration that the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). In all cases, the conditions relating to conversion of Notes specified herein (including in Section 9.01, to the extent applicable, and Section 9.02) (modified as appropriate in the good faith judgment of the Board of Directors to apply properly to the Reference Property in lieu of Common Stock) and the provisions of Section 9.10 relating to the Company’s satisfaction of the Conversion Obligation upon conversion of Notes shall continue to apply following such transaction, with the Daily Conversion Value, the Daily Settlement Amount and the Volume Weighted Average Price based on the Reference Property; provided, however, that if the holders of Common Stock receive only cash in such transaction, the Conversion Settlement Amount shall equal the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in such transaction and settlement will occur on the third Trading Day following the Conversion Date. If the such transaction 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 stockholder election), the Reference Property into which the Notes will become convertible will shall be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 10.06 the foregoing in all material respects. (b) . Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9, as determined in good faith by the Company or successor or purchasing corporation. If, in the case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, the stock or other securities and assets received thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 9. The Company shall cause notice of the execution of such supplemental indenture to be mailed or delivered to each Holder, at the address of such Holder as it appears on the Note Registerregister of the Notes maintained by the Registrar, within 20 calendar days after execution thereof. Simultaneously with providing such notice, the Company shall announce through a reputable national newswire in the United States the relevant information and make this information available on the Company Website. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 9.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationssales, sales and conveyancesleases, transfers, conveyances or other dispositions. If this Section 10.06 9.06 applies to any Merger Eventevent or occurrence, Section 10.04 9.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the Company: following events occur: (i) reclassifies any recapitalization, reclassification or changes its change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(a) applies); or , (ii) consolidates any consolidation, merger, statutory share exchange or merges combination of the Company with another Person, or into (iii) any Person sale, lease or sells, leases, transfers, conveys or otherwise disposes other transfer of all or substantially all the consolidated properties and assets of its assets the Company and those of its Subsidiaries taken substantially as an entirety to any other Person, in each case as a whole to another Person; and in either case holders result of which the Common Stock receive stockwould be converted into, or exchanged for, Capital Stock, other securities or securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Reorganization Event, each Outstanding Note will, without the consent of Holders of the Notes, become Securities shall only be convertible in accordance with this Indenture into the consideration kind and amount of Capital Stock, other securities, other property or assets (including cash or any combination thereof and in the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition same proportion) receivable (such consideration, the “Reference Property”)) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event, and the Company or successor Person shall execute a supplemental indenture to such effect. If For purposes of the transaction foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that 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 stockholder election), the Reference Property into which the Notes will become convertible ) will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority of shares the holders of Common Stock which voted for that affirmatively make such an election election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 9 and Article 11 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of considerationdetermination shall be conclusive and binding), as to make such provisions apply to such other Person if different from the case may be. The Company shall not become a party to original issuer of the Securities. (a) Following the effective time of any such Merger Event unless its terms are consistent Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with this Section 10.06 12.01(c) above based on the Daily Conversion Value and Daily VWAP of such Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, (i) if the Reference Property includes securities for which the price can be determined in all material respectsa manner contemplated by the definition of Daily VWAP, then the value of such securities shall be determined in accordance with the principles set forth in such definition, as determined in good faith by the Company (which determination shall be conclusive and binding); (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the Fair Market Value of such property as determined by the Company’s Board of Directors in good faith; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (b) Any issuer of securities included in the Reference Property 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 included in the Applicable Consideration. (c) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 12.05 to be mailed to each Holder, at the its address of such Holder as it appears appearing on the Note RegisterSecurities Register provided for in Section 2.05 of this Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section 10.06 12.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (e) If this Section 10.06 12.05 applies to any Merger Eventevent or occurrence, Section 10.04 12.02 shall not applyapply in respect of such event or occurrence. (f) The Company shall not become a party to any Reorganization Event unless its terms are consistent with the foregoing. None of the foregoing provisions shall affect the right of a Holder of Securities to convert the Securities into cash and shares of Common Stock, if applicable, as set forth in Section 12.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. In the event of: (a) If the Company: (i) reclassifies any recapitalization, reclassification or changes its change of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 10.06(a) applies or a change in par value or from par value to no par value or vice versa); (b) a consolidation, merger or combination involving Parent; or (iic) consolidates a sale, lease or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes other transfer to a third party of all or substantially all the consolidated assets of its assets Parent and those of its Subsidiaries taken substantially as a whole to another Person; and an entirety, or any statutory share exchange, in either case which holders of Common Stock receive stockreceived cash, other securities or other property or assets (including cash or any combination thereofthe “Reference Property”) with respect to or in exchange for their such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Eventin each case, the Company Parent or the successor or purchasing Personits successor, as the case may be, shall execute 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 indenture, if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, Notes shall become convertible in accordance with this Indenture into based on the type and amount of consideration that the holders of a number of shares of Common Stock equal to the Accreted Principal Amount of Notes divided by the Conversion Price would have received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”)Reorganization Event. If the transaction Reorganization Event causes the Common Stock to be converted into the right to receive exchanged for more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will become be convertible will be deemed to be (1) if the kind and amount holders of consideration elected to be received by a majority of shares Common Stock make an affirmative election, the weighted average of the types and amounts of consideration received by the holders of Common Stock which voted for that affirmatively make such an election or (2) if electing between two types the holders of consideration) or a plurality of shares majority of Common Stock which voted for such do not make an election (if electing between more than two affirmative election, the weighted average of the types and amounts of consideration)consideration received by all holders of Common Stock. In all cases, as the case may beprovisions under Section 10.04 shall continue to apply with respect to the calculation of the Conversion Obligation. The Company shall Parent hereby agrees not to become a party to any such Merger Event transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 10.06 in all material respects. (b) The Company Article 10. Parent 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 Note RegisterSecurity Register of the Notes maintained by the Security Registrar, within 20 twenty (20) calendar 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 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: : (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Supplemental Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) 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 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If Upon the Company:occurrence of (i) reclassifies any recapitalization, reclassification or changes its change of the outstanding shares of Common Stock (other than changes resulting 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 combinationcombination covered by Section 4.05(a); or), (ii) consolidates any consolidation, merger, combination or merges with binding share exchange involving the Company, or (iii) any sale, lease or into any Person or sells, leases, transfers, conveys or otherwise disposes conveyance of all or substantially all of its the property and assets and those of its Subsidiaries taken the Company to any other Person, (any such event a “Merger Event”) in each case as a whole to another Person; and in either case holders result of which the Common Stock receive stockwould be converted into cash, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their such Common Stock (any such event, a “Merger Event”)Stock, then from and after at the effective date time of such Merger Eventtransaction, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that at and after the effective time of such Merger Eventtransaction, each Outstanding Note will, without the consent of Holders of the Notes, become convertible right to convert a Security will be changed into a right to convert it as set forth in accordance with this Indenture into the consideration the holders 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 received in equal to the Conversation Rate immediately prior to such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance transaction would have owned or other disposition been entitled to receive upon such transaction (such consideration, the “Reference Property”), subject to the provisions of Section 4.06(b). If The Company shall not become a party to any such transaction unless its terms are consistent with this Section 4.06. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the transaction adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any Merger Event the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person with respect to the delivery of Reference Property upon conversion. For purposes of the foregoing, if any 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 from of shareholder stockholder election), the Reference Property into which the Notes Securities will become be convertible will as set forth in this Indenture shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock (or a plurality thereof if holders of Common Stock are entitled to make multiple elections pursuant to the applicable Merger Event) that affirmatively make such an election (the “Weighted Average Consideration”). (b) With respect to each $1,000 principal amount of Securities surrendered for conversion after the effective date of any Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property (each consisting of the kind and amount of consideration elected to be received by shares of stock, securities or other property or assets (including cash or any combination thereof) that a majority holder of shares one share of Common Stock which voted for immediately prior to such an election Merger Event shall have received (if electing between two types of considerationor shall be deemed to have received) in such Merger Event) or a plurality combination thereof, at the Company’s election, in accordance with Section 4.03(b) but subject to the following provisions: (i) if the Company elects to satisfy its Conversion Obligation in respect of shares of Common Stock which voted for such an election (if electing between more than two types of consideration)conversion by delivering solely Reference Property, as the case may be. The Company shall not become deliver to the converting Holder a party number of units of Reference Property equal to any (1) the aggregate principal amount of Securities to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (ii) if the Company elects to satisfy its Conversion Obligation in respect of such Merger Event unless conversion by paying solely cash, the Company shall pay to the converting Holder cash in an amount per $1,000 principal amount of Securities equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Cash Settlement Averaging Period, where such Daily Conversion Values are determined by reference to the Daily VWAP of a unit of Reference Property in lieu of the Common Stock; and (iii) if the Company elects to satisfy its terms Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period, where such Daily Settlement Amounts are consistent with this Section 10.06 determined by reference to the Daily VWAP of a unit of Reference Property in all material respectslieu of the Common Stock. (bc) The Company shall cause notice of the execution of such any supplemental indenture in accordance with the provisions of this Section 4.06 to be mailed to each Holder, at the address of such Holder as it appears on the Note Registerregister of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. In addition, in the event that the Securities become convertible into Reference Property pursuant to this Section 4.06, the Company shall notify the Trustee and issue a press release containing the relevant information (and make such press release available on the Company’s website). If applicable, the Company shall notify the holders and the Trustee of the Weighted Average Consideration as soon as practicable after the Weighted Average Consideration is determined. (d) Notwithstanding any of the provisions of Section 4.05, if this Section 4.06 applies to any event or occurrence, Section 4.05 shall not apply. (e) The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not applyEvents.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this the Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which that voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 7.06 in all material respects. (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed sent to each Holder, at the address of such Holder as it appears on the Note Registerregister of the Notes maintained by the Security Registrar, within 20 twenty (20) calendar 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 10.06 7.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 7.06 applies to any Merger Event, Section 10.04 7.04 shall not apply. This Section 7.06 shall not affect the right of a Holder of Notes to convert its Notes prior to the Merger Event.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the Company: following events occur: (i) reclassifies any recapitalization, reclassification or changes its change of Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof); or , or (ii) consolidates any statutory share exchange, consolidation or merges with merger involving the Company pursuant to which the Common Stock shall be converted into cash, securities or into other property (or any Person combination thereof), or sells(iii) any sale, leases, transfers, conveys lease or otherwise disposes other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its assets and those of its Subsidiaries Subsidiaries, taken as a whole whole, to another Person; and in either case holders of Common Stock receive stock, any Person other securities than one or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock more Subsidiaries (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that, at the effective time of the Reorganization Event, without the consent of Holders, the right to convert a Note shall be changed into, with respect to each $1,000 in principal amount of such Note, 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 at and after a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders of Common Stock received in Reorganization Event would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition Reorganization Event (such consideration, the “Reference Property”). If For purposes of the transaction foregoing, the Reference Property into which the Notes will be convertible, in the case of any such Reorganization Event that 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 stockholder election), the Reference Property into which the Notes will become convertible will shall be deemed to be (1) if the kind and amount holders of consideration elected to be received by a majority of shares Common Stock make an affirmative election, the weighted average of the types and amounts of consideration received by the holders of Common Stock which voted for that affirmatively make such an election or (2) if electing between two types the holders of consideration) or a plurality of shares majority of Common Stock do not make an affirmative election, the weighted average of the types and amounts of consideration received by all holders of Common Stock. Such supplemental indenture shall provide for provisions and adjustments which voted shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 15 and Article 11, Article 16 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 an election (provisions apply to such other Person if electing between more different from the original issuer of the Notes. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than two types of consideration)the successor or purchasing Person, as the case may be. The , in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respectsreasonably consider necessary by reason of the foregoing. (b) The Company Following the effective time of any such Reorganization Event, settlement of Notes converted shall cause notice be in cash and units of Reference Property determined in accordance with Section 15.01(c) above based on the execution Daily Conversion Value and Daily VWAP of such supplemental indenture to Reference Property. For the purposes of determining such Daily Conversion Value and Daily VWAP, (i) if the Reference Property includes securities for which the price can be mailed to each Holderdetermined in a manner contemplated by the definition of Daily VWAP, at then the address value of such Holder securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as it appears on to which clause (i) applies or cash), then the Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity value of such supplemental indenture. property shall be the fair market value (as determined by the Board of Directors in good faith) of such property; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) The above provisions of this Section 10.06 15.04 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (d) If this Section 10.06 15.04 applies to any Merger Eventevent or occurrence, Section 10.04 15.02 shall not applyapply in respect of such event or occurrence. (e) None of the foregoing provisions shall affect the right of a Holder of Notes to convert the Notes into cash and shares of Common Stock, if applicable, as set forth in Section 15.01 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (a) If any reclassification of the Company: (i) reclassifies or changes its outstanding Common Stock (other than changes resulting from a subdivision change in par value or combinationas a result of a share split or share combination to which Section 10.04(a) applies); (b) any share exchange, consolidation or merger of the Company with or into another Person; or (iic) consolidates any conveyance, transfer, sale, lease or merges with or into other disposition to any other Person or sells, leases, transfers, conveys or otherwise disposes Persons of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and the Company’s consolidated assets, and, in either case case, the holders of Common Stock receive stockreceived cash, other securities or other property or assets (including cash or any combination thereofthe “Reference Property”) with respect to or in exchange for their such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Eventin each case, the Company or the successor or purchasing PersonSuccessor Company, as the case may be, shall execute 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 indenture, if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note willNotes shall, without the consent of Holders of the Notesany Holders, become convertible in accordance with this Indenture into based on the type and amount of consideration the that holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”)Reorganization Event. If the transaction 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 stockholder election), the Reference Property into which the Notes will become be convertible will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority of shares the holders of Common Stock which voted for that affirmatively made such an election (if electing between two types election. In all cases, the provisions under Section 10.02 shall continue to apply with respect to the calculation of consideration) or a plurality the Conversion Obligation and the method of shares of Common Stock settlement. Such supplemental indenture shall provide for adjustments which voted shall be as nearly equivalent as practicable to the adjustments provided for such an election (if electing between more than two types of consideration), as the case may bein this Article 10. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Holder, at the address of such Holder as it appears on the Note Register, within 20 twenty (20) calendar 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 10.06 10.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationsconveyances, sales and conveyances. transfers, sales, leases or other dispositions. (d) If this Section 10.06 10.05 applies to any Merger Eventevent or occurrence, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. Prior to obtaining the Guidance permitting the foregoing change to the terms of the Notes without regard to the value of the Reference Property, the Company will not become a party to any such Merger Event that would result in the value of the Reference Property immediately after giving effect to such transaction obtainable upon conversion at such time of a single Note being less than the value of the Reference Property immediately after giving effect to such transaction that would be obtained as a result of such transaction by a holder of the number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock obtainable upon conversion of a single Note immediately prior to such transaction times (y) a fraction the numerator of which is $10.32, and the denominator of which is the Stock Price. In addition, prior to obtaining the Guidance, the Company will not become a party to any such Merger Event that would result in an adjustment to the Conversion Rate increasing the Conversion Rate beyond what it would have been in the absence of such transaction unless the Company shall have engaged in a reverse stock split or share combination transaction such that, in the Company’s reasonable best estimation, the Conversion Rate following the adjustment for such transaction will not be any closer to the Conversion Rate Cap than it would have been in the absence of such transaction. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) 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 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (a) If any reclassification of the Company: (i) reclassifies or changes its outstanding Common Stock (other than changes resulting from a subdivision change in par value or combinationas a result of a share split or share combination to which Section 10.04(a) applies); (b) any share exchange, consolidation or merger of the Company with or into another Person; or (iic) consolidates any conveyance, transfer, sale, lease or merges with or into other disposition to any other Person or sells, leases, transfers, conveys or otherwise disposes Persons of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and the Company’s consolidated assets, and, in either case case, the holders of Common Stock receive stockreceived cash, other securities or other property or assets (including cash or any combination thereofthe “Reference Property”) with respect to or in exchange for their such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Eventin each case, the Company or the successor or purchasing PersonSuccessor Company, as the case may be, shall execute 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 indenture, if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note willNotes shall, without the consent of Holders of the Notesany Noteholder, become convertible in accordance with this Indenture into based on the type and amount of consideration the holders that a holder of a number of shares of Common Stock equal to the principal amount of Notes divided by the Conversion Price shall have received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”)Reorganization Event. If the transaction 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 Notes will become shall be convertible will shall be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority of shares the holders of Common Stock which voted for that affirmatively made such an election (if electing between two types election. In all cases, the provisions under Section 10.02 shall continue to apply with respect to the calculation of consideration) or a plurality the Conversion Obligation and the method of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may besettlement. The Company shall hereby agrees not to become a party to any such Merger Event transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 10.06 in all material respects. (b) Article 10. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderNoteholder, at the address of such Holder as it appears on the Note RegisterRegister of the Notes maintained by the Registrar, within 20 twenty (20) calendar 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 10.06 10.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationsconveyances, sales and conveyancestransfers, sales, leases or other dispositions. If this Section 10.06 10.05 applies to any Merger Eventevent or occurrence, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If In the Company: case of (i) reclassifies any recapitalization, reclassification or changes its change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value); or , (ii) consolidates any consolidation, merger or merges with combination involving the Company, (iii) any sale, lease or into any Person or sells, leases, transfers, conveys or otherwise disposes other transfer to a third party of all or substantially all the consolidated assets of its assets the Company and those of its Subsidiaries taken substantially as an entirety, or (iv) any statutory share exchange, in each case, as a whole to another Person; and in either case holders result of which the Common Stock receive would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a "Merger Event"), then, at the effective time of the Merger Event, the Company shall execute, and the Holder shall counter-sign, a supplemental agreement permitted under Section 14.01 providing for the right to convert each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (any such event, a “Merger Event”), then from and after the effective date of "Reference Property") upon such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of . If such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). If the transaction 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 Notes will become be convertible will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority the holders of shares of Common Stock which voted for that affirmatively make such an election (if electing between two types election. The Company shall notify Holders of consideration) or a plurality the Notes of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), weighted average as the case may besoon as practicable after such determination is made. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) The Company shall cause notice 7.05. None of the execution foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into shares of Common Stock as set forth in Section 7.01 and Section 7.02 prior to the effective date of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If Subject to the Company: provisions of Article XVI, if any of the following events occurs, namely (i) reclassifies any reclassification or changes its change of the outstanding shares of Common Stock (other than changes resulting 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 , (ii) consolidates any consolidation, merger or merges combination of the Company with or into any another Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination thereofcash) with respect to or in exchange for their such Common Stock (any such eventother than as a result of a change in name, a “Merger Event”change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at such Note shall be convertible into the kind and after the effective time amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Merger EventNotes (assuming, each Outstanding Note willfor such purposes, without a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance. In the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such reclassification, change, consolidation, merger, salecombination, leaseStatutory Exchange, transfersale or conveyance, conveyance the Company shall make adequate provision whereby the holders of the Notes shall have a reasonable opportunity to determine the form of consideration into which all of the Notes shall be convertible from and after the effective date of such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or other disposition conveyance. Such determination shall be (i) based on the weighted average of elections made by holders of the Notes who participate in such determination, (ii) subject to any limitations to which all of the holders of the Common Stock are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, and (iii) conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by stockholders of the Company, and (b) two Trading Days prior to the anticipated effective date of the reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the “Reference Property”). If determination made by holders of the transaction causes Notes (and the Common Stock to be converted into the right to receive more than a single type weighted average of consideration (determined based in part upon any form of shareholder electionelections), by issuing a press release and providing a copy of such notice to the Reference Property into which Trustee. In the event the effective date of the reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance is delayed beyond the initially anticipated effective date, holders of the Notes will become convertible will shall be deemed given the opportunity to make subsequent similar determinations in regard to such delayed effective date. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the kind adjustments provided for in this Article XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and amount of consideration elected to be received assets receivable thereupon by a majority holder of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of include shares of Common Stock which voted for such an election (if electing between more stock or other securities and assets of a Person other than two types of consideration)the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the holders of the Notes as the Company's 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 XVI herein. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed sent to each Holderholder of Notes, at the his address of such Holder as it appears appearing on the Note RegisterRegister provided for in Section 2.5(a) of this Indenture, within 20 twenty (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 10.06 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 15.7 applies to any Merger Eventevent or occurrence, Section 10.04 15.6 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (a) If any reclassification of the Company: (i) reclassifies or changes its outstanding Common Stock (other than changes resulting from a subdivision change in par value or combinationas a result of a share split or share combination to which Section 10.04(a) applies); (b) any share exchange, consolidation or merger of the Company with or into another Person; or (iic) consolidates any conveyance, transfer, sale, lease or merges with or into other disposition to any other Person or sells, leases, transfers, conveys or otherwise disposes Persons of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and the Company’s consolidated assets, and, in either case case, the holders of Common Stock receive stockreceived cash, other securities or other property or assets (including cash or any combination thereofthe “Reference Property”) with respect to or in exchange for their such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Eventin each case, the Company or the successor or purchasing PersonSuccessor Company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indenture indenture, if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note willNotes shall, without the consent of Holders of the Notesany Holders, become convertible in accordance with this Indenture into based on the type and amount of consideration the that holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”)Reorganization Event. If the transaction 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 stockholder election), the Reference Property into which the Notes will become be convertible will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority of shares the holders of Common Stock which voted for that affirmatively made such an election (if electing between two types election. In all cases, the provisions under Section 10.03 shall continue to apply with respect to the calculation of consideration) or a plurality the Conversion Obligation and the method of shares of Common Stock settlement. Such supplemental indenture shall provide for adjustments which voted shall be as nearly equivalent as practicable to the adjustments provided for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with in this Section 10.06 in all material respects. (b) Article X. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Holder, at the address of such Holder as it appears on the Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 10.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationsconveyances, sales and conveyances. transfers, sales, leases or other dispositions. (d) If this Section 10.06 10.05 applies to any Merger Eventevent or occurrence, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If In the Company: case of (i) reclassifies any recapitalization, reclassification or changes its change of the Common Stock (other than changes resulting from a subdivision or combination); or , (ii) consolidates any consolidation, merger or merges with combination involving the Company, (iii) any sale, lease or into any Person or sells, leases, transfers, conveys or otherwise disposes other transfer to a third party of all or substantially all the consolidated assets of its assets the Company and those of its Subsidiaries taken substantially as an entirety, or (iv) any statutory share exchange, and in each case, as a whole to another Person; and in either case holders result of which the Common Stock receive would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Common Stock Change Event”), then, at the effective time of the Common Stock Change Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock (any such event, that a “Merger Event”), then from and after the effective date holder of such Merger Event, 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 Trust Indenture Act as in force at the date number of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders shares of Common Stock received in equal to the Conversion Rate immediately prior to such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance Common Stock Change Event would have owned or other disposition been entitled to receive (such consideration, the “Reference Property”)) upon such Common Stock Change Event. If the transaction such Common Stock Change 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 stockholder election), the Reference Property into which the Notes will become be convertible will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority the holders of shares of Common Stock which voted for that affirmatively make such an election (if electing between two types election. The Company shall notify Holders of consideration) or a plurality the Notes and the Trustee in writing of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), weighted average as the case may besoon as practicable after such determination is made. The Company shall not become a party to any such Merger Common Stock Change Event unless its terms are consistent with this Section 10.06 in all material respects. (b) the foregoing. 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 Note Registerregister of the Notes maintained by the Registrar, 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 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 7.05 applies to any Merger Eventevent or occurrence, Section 10.04 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (ia) reclassifies or changes its the outstanding shares of Common Stock (other than changes resulting from a change in par value, or as a result of a subdivision or combination); , or (iib) consolidates or merges with or into any Person another Person, or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and the Company’s assets, including those of its the Company’s Subsidiaries taken as a whole whole, to another Person; and any other Person or Persons, and, in either case case, holders of 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 such Common Stock (any such event, a “Merger Event”)Stock, then from and after the effective date of such Merger Event, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture under Section 15.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture indenture, if such supplemental indenture is then required to so comply) providing that at from and after the effective time date of such Merger Event, transaction each Outstanding Note willsuch Security shall, without the consent of any Holders of the NotesSecurities, become convertible into (including payments in accordance with this Indenture into shares of Common Stock made in respect of the Coupon Make Whole Payments upon conversion described in Sections 6.07 and 6.10), in lieu of the Common Stock otherwise deliverable, the same type (in the same proportion and without regard to any limitations on conversion described in Section 6.16) of the consideration received by the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition (such consideration, the “Reference Property”). Appropriate provisions will be made, as determined in good faith by the Company’s Board of Directors, to preserve the value, and give effect to the intent of, the Coupon Make Whole Payment provisions set forth in Sections 6.07 and 6.10 following such transaction and without regard to any limitations on conversion described in Section 6.16. If the such transaction 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 stockholder election), the Reference Property into which the Notes Securities will become convertible will (including payment in shares of Common Stock made with respect to Coupon Make Whole Payments upon conversion) shall be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted voting for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted voting for such an election (if electing between more than two types of consideration), as the case may be, and without regard to any limitations on conversion described in Section 6.16 . The occurrence of an event described in clause (a) or (b) of the first sentence of this Section 6.05 that results in an adjustment to the consideration into which the Securities become convertible pursuant to the terms of this Section 6.05 shall not result in an adjustment to the Conversion Rate pursuant to Section 6.04. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 10.06 the foregoing in all material respects. (b) . Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 6, as determined in good faith by the Company or successor or purchasing corporation. The amount of cash and any Reference Property a Holder receives upon conversion will be based on the conversion value of the Reference Property and the Applicable Conversion Rate, as described above. If, in the case of any such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, the stock or other securities and assets received thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 6. The Company shall cause notice of the execution of such supplemental indenture to be mailed or delivered to each Holder, at the address of such Holder as it appears on the Note Registerregister of the Securities maintained by the Registrar, within 20 calendar days after execution thereof. Simultaneously with providing such notice, the Company shall announce through a reputable national newswire in the United States the relevant information and make this information available on the Company Website. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 6.05 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationssales, sales and conveyances. If this Section 10.06 applies to any Merger Eventleases, Section 10.04 shall not applytransfers, conveyances or other dispositions.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company: (i) reclassifies or changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders of 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 (any such event, a “Merger Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at upon occurrence of any conversion triggering event set forth in Section 10.01(a) and after the effective time of such Merger Eventduring periods described therein, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders of Common Stock received in such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition Merger Event (such consideration, the “Reference Property”). If the transaction 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 Notes will become convertible will be deemed to be the kind and amount of consideration elected to be received by a majority of shares of Common Stock which voted for such an election (if electing between two types of consideration) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) 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 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the Company: following events occur: (i) reclassifies any recapitalization, reclassification or changes its change of the Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates any consolidation, merger or merges with combination involving the Company; (iii) any sale, lease or into any other transfer to another Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets the Company’s property and those of its Subsidiaries taken assets; or (iv) any statutory share exchange, in each case, as a whole to another Person; and in either case holders result of which the Common Stock receive would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then from and after the effective date of such Merger Event, 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 Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that at and after the effective time of the Reorganization Event each Note shall be convertible into, with respect to each $1,000 in principal amount of such Merger EventNote, each Outstanding Note willthe kind and amount of shares of stock, without the consent other securities or other property or assets (including cash or any combination thereof) that a holder of Holders a number of the Notes, become convertible in accordance with this Indenture into the consideration the holders shares of Common Stock received in equal to the Conversion Rate immediately prior to such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance Reorganization Event would have owned or other disposition been entitled to receive upon such Reorganization Event (such consideration, the “Reference Property”). If For purposes of the transaction foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that 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 stockholder election), the Reference Property into which the Notes will become convertible will ) shall be deemed to be (i) the kind weighted average of the types and amount amounts of consideration elected to be received by a majority of shares the holders of Common Stock which voted for that affirmatively make such an election or (ii) if electing between two types of consideration) or a plurality of shares no holders of Common Stock which voted for affirmatively make such an election 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 transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 5.04), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company will satisfy its conversion obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. The Company will notify Holders, the Trustee and the Conversion Agent (if electing between more other than two types the Trustee) of considerationthe weighted average as soon as practicable after such determination is made. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article V and in Article IV of this Supplemental Indenture and in the definition of “Fundamental Change” herein, as appropriate, as determined in good faith by the Company (which determination shall be conclusive), to make such provisions apply to such other Person if different from the original issuer of the Notes. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with the foregoing. In connection with any adjustment to the Conversion Rate as described in this clause Section 10.06 in all material respects5.03(e), the Company also will adjust the Initial Dividend Threshold based on the number of shares of Common Stock comprising the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference Property is comprised solely of non-stock consideration, the Initial Dividend Threshold will be zero. (b) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 5.03 to be mailed to each HolderHolder of Notes, at the its address of such Holder as it appears appearing on the Note Security Register, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (c) The above provisions of this Section 10.06 5.03 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Reorganization Events. (d) None of the foregoing provisions shall affect the right of a Holder of Notes to convert the Notes into shares of Common Stock as set forth in Section 10.06 applies 5.02 prior to any Merger the effective time of such Reorganization Event, Section 10.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If In the Company: case of (i) reclassifies any recapitalization, reclassification or changes its change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value); or , (ii) consolidates any consolidation, merger or merges with combination involving the Company, (iii) any transaction or into a series of transactions resulting in a Change of Control, including without limitation any Person or sellsstatutory share exchange, leasesin each case, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a whole to another Person; and in either case holders result of which the Common Stock receive would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall provide as a condition for the closing of such Merger Event, the execution by the Holder and the Company a supplemental agreement permitted under Section 10.01 providing for the right for Holder to either (i) convert the Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Common Stock (any such event, that a “Merger Event”), then from and after the effective date holder of such Merger Event, 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 Trust Indenture Act as in force at the date number of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the consent of Holders of the Notes, become convertible in accordance with this Indenture into the consideration the holders shares of Common Stock received in equal to the Conversion Amount divided by $1,000 times the Applicable Conversion Rate immediately prior to such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance Merger Event would have owned or other disposition been entitled to receive (such consideration, the “Reference Property”)) upon such Merger Event, or (ii) require the Company or its successor to redeem this Note, in whole or in part, at a redemption price equal to the outstanding Conversion Amount being redeemed. If the transaction such 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), the Reference Property into which the Notes Note will become be convertible will be deemed to be the kind weighted average of the types and amount amounts of consideration elected to be received by a majority the holders of shares of Common Stock which voted for that affirmatively make such an election election. The Company shall notify the Holder of such weighted average as soon as practicable after such determination is made. (if electing between two types of considerationb) or a plurality of shares of Common Stock which voted for such an election (if electing between more than two types of consideration), as the case may be. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in all material respects. (b) The Company shall cause notice 6.05. None of the execution foregoing provisions shall affect the right of the Holder to convert its Note into shares of Common Stock as set forth in Section 6.01 and Section 6.02 prior to the effective date of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall not apply.