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

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of, each a “Business Combination”: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination); (ii) any statutory share exchange, consolidation, merger or combination involving the Company; or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (or any combination thereof), then, at the effective time of the Business Combination, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate prior to such Business Combination would have owned or been entitled to receive upon such Business Combination. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a). (b) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its address appearing on the 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 Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 shall similarly apply to successive Business Combinations. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In Except as otherwise provided in Section 12.04, if any of the case of, each a “Business Combination”: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(c) applies); , (ii) any statutory share exchange, consolidation, merger merger, binding share exchange or combination involving of the Company; or Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property (or any combination thereof) with respect to or in exchange for such Common Stock, or (iii) any sale, lease sale or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to any other Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (or any combination thereof) with respect to or in exchange for such Common Stock (any such event or transaction, a “Reorganization Event”), thenthen 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 effective time date of the Business Combination, the right to convert a execution of such supplemental indenture) providing that each Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereofand in the same proportion) that receivable (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 Business Combination Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or 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 such Business Combination. In any form of stockholder election) will be deemed to be the event weighted average of the types and amounts of consideration received by the holders of Common Stock have that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the opportunity to elect provisions and adjustments provided for in this Article 12, Article 11 and Article 9 and the form definition of consideration to be received Fundamental Change, as appropriate, as determined in such Business Combination, good faith by the Company will make adequate provision whereby the Securities (which determination shall be convertible conclusive and binding), to make such provisions apply to such other Person if different from and after the effective date of such business combination into the form of consideration elected by a majority original issuer of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a)Securities. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 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 a 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; (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. (c) Notwithstanding the foregoing, in the event of a Public Acquirer Change of Control in which the Company has made the election pursuant to Section 12.03 to adjust the Conversion Rate and related conversion obligation, then the Company and the issuer of the Public Acquirer Common Stock shall execute and deliver to the Trustee a supplemental indenture (accompanied by an Opinion of Counsel that such supplemental indenture complies with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) modifying applicable provisions and adjustments of this Article 12, Article 11 and Article 9 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions and adjustments apply to such other Person if different from the original issuer of the Securities. (d) 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. (e) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 12.05 to be mailed to each Holderholder of Securities, at its address appearing on the Security 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. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (df) The above provisions of this Section 8.03 12.05 shall similarly apply to successive Business CombinationsReorganization Events. (eg) If this Section 12.05 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (h) 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 Stock, if applicable, as set forth in Section 8.01 12.01 prior to the effective time of such Business CombinationReorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If the case of, each Company is a “Business Combination”: (i) party to any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision or combination); (ii) any statutory or a consolidation, amalgamation, merger, binding share exchange, consolidationstatutory arrangement, merger sale or combination involving the Company; or (iii) any sale, lease or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the Company's consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (another person or entity or other than one or more of the Subsidiaries of similar combination involving the Company); , in each case as a result of pursuant to which the Common Stock would be Shares are converted intointo cash, securities or exchanged forother property, stock, other securities, other property or assets (or any combination thereof), then, then at the effective time of the Business Combination, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate prior to such Business Combination would have owned or been entitled to receive upon such Business Combination. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, transaction the Company will make adequate provision whereby or the successor or purchasing person, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Securities shall be convertible from into the securities or other property (other than Ineligible Consideration (as defined below)) receivable upon such transaction by a Holder had such Holder converted its Securities immediately prior to such transaction solely for Common Shares (the "Reference Property"). If such transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. If Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such Ineligible Consideration. 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 XIII. If, in the case of any such reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Shares includes cash, securities or other property of a corporation other than the successor or purchasing corporation, as the case may be, in such transaction, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such business combination into transaction. After such notice, the form of Company or the successor or acquirer, as the case may be, may not change the consideration elected by a majority to be delivered upon conversion of the Company’s stockholders Security except in such Business Combinationaccordance with any other provision of this Indenture. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a). (b) The Company shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing of such Holder as it appears on the Security RegisterRegister maintained by the Security Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) . The above provisions of this Section 8.03 13.06 shall similarly apply to successive Business Combinationsreclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In Upon the case of, each a “Business Combination”: occurrence of (i) any recapitalization, reclassification or 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 6.2(b); ), (ii) any statutory share exchangeconsolidation or merger, consolidation, merger or combination involving the Company; or (iii) a binding share exchange which reclassifies or changes the outstanding shares of Common Stock or (iv) any sale, lease sale or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Subsidiaries of the Company); Person, in each case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets with respect to or in exchange for such Common Stock (or any combination thereofsuch event, a “Merger Event”), then, then at the effective time of the Business CombinationMerger Event, the right to convert a Security shall the Notes will be changed into, with respect to each $1,000 in principal amount of Securities, into a right to convert it the Notes into the kind type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to issuable upon conversion of the Conversion Rate Notes immediately prior to such Business Combination Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Business CombinationMerger Event. In If the event Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any for of stockholder election), the Reference Property to be received upon exercise will be deemed to be the weighted average of the types and amounts of Reference Property to be received by the holders of Common Stock have the opportunity to elect the form of consideration to be received in that affirmatively make such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(aelection). (b) The If the Company consummates a Merger Event, the Company shall cause promptly provide notice to the Holder briefly describing the Merger Event and stating the type or amount of cash, securities, property or other assets that will comprise the execution of Reference Property after any supplemental indenture required by this Section 8.03 such Merger Event and any adjustment to be mailed to each Holder, at its address appearing on the Security Register, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenturemade with respect thereto. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 6.4 shall similarly apply to successive Business CombinationsMerger Events. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of, each a “Business Combination”: of (i) any recapitalization, reclassification or change of the Common Stock Ordinary Shares (other than changes resulting from a subdivision or combination); , (ii) any statutory share exchange, consolidation, merger or combination involving the Company; or , (iii) any sale, lease or other transfer in one transaction or to a series of related transactions of all or substantially all third party of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, taken as a wholeor (iv) any statutory share exchange, to any Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the Common Stock Ordinary Shares 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 Business Combination, Merger Event: the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder Holder of a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate immediately prior to such Business Combination Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Business Combination. In Merger Event; provided that any increase in the Conversion Rate pursuant to Section 7.07 shall no longer be in effect with respect to the event holders constituting such Fundamental Change after the related Fundamental Change Purchase Date. If such Merger Event causes the Ordinary Shares to be converted into the right to receive more than a single type of Common Stock have the opportunity to elect the consideration (determined based in part upon any form of consideration shareholder election), the Reference Property into which the Securities will be convertible will be deemed to be received in such Business Combination, the Company will make adequate provision whereby weighted average of the Securities shall be convertible from types and after the effective date of such business combination into the form amounts of consideration elected received by a majority the Holders of the Company’s stockholders in Ordinary Shares that affirmatively make such Business Combinationan election. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a). (b) The Company shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing of such Holder as it appears on the Security Registerregister of the Securities maintained by the Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) . The above provisions of this Section 8.03 shall similarly apply to successive Business Combinationsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If the case of, each Company is a “Business Combination”: (i) party to any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision or combination); (ii) any statutory or a consolidation, amalgamation, merger, binding share exchange, consolidationstatutory arrangement, merger sale or combination involving the Company; or (iii) any sale, lease or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the Company's consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (another person or entity or other than one or more of the Subsidiaries of similar combination involving the Company); , in each case as a result of pursuant to which the Common Stock would be Shares are converted intointo cash, securities or exchanged forother property, stock, other securities, other property or assets (or any combination thereof), then, then at the effective time of the Business Combination, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate prior to such Business Combination would have owned or been entitled to receive upon such Business Combination. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, transaction the Company will make adequate provision whereby or the successor or purchasing person, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Securities shall be convertible from into the securities or other property (other than Ineligible Consideration (as defined below)) receivable upon such transaction by a Holder had such Holder converted its Securities immediately prior to such transaction solely for Common Shares (the "Reference Property"). If such transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. Notwithstanding the foregoing, if Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such Ineligible Consideration. 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 XIII. If, in the case of any such reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Shares includes cash, securities or other property of a corporation other than the successor or purchasing corporation, as the case may be, in such transaction, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders, the Trustee, the Co-Trustee and the Conversion Agent at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such business combination into transaction. After such notice, the form of Company or the successor or acquirer, as the case may be, may not change the consideration elected by a majority to be delivered upon conversion of the Company’s stockholders Security except in such Business Combinationaccordance with any other provision of this Indenture. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a). (b) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its address appearing on the 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 Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 13.06 shall similarly apply to successive Business Combinationsreclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of, each a “Business Combination”following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(a) applies); (ii) any statutory share exchange, consolidation, merger merger, binding share exchange or combination involving of the Company; orCompany with another Person; (iii) any conveyance, transfer, sale, lease or other transfer in one transaction or a series of related transactions disposition to any other Person of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) any statutory share exchange, taken as a whole, to any Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the holders of Common Stock would be converted intoreceived cash, securities or exchanged for, stock, other securities, other property or assets (or any combination thereof), then, at the effective time of the Business Combination, the right to convert a Security shall be changed into, ) with respect to each $1,000 or in principal amount of Securitiesexchange for such Common Stock (any such event or transaction, a right to convert it “Reorganization Event”), the Securities will become convertible into the kind and amount of shares consideration that Holders of stock, other securities or other property or assets Common Stock received in such Reorganization Event (including cash or any combination thereofthe “Reference Property”) that upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination Reorganization Event and the Company or successor Person shall execute a supplemental indenture to such effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or 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 such Business Combination. In any form of stockholder election) will be deemed to be the event weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election; the Holders of the Securities will have no right to make any such election themselves with respect to the opportunity to elect the form of consideration to be received in such Business CombinationSecurities. In all cases, the Company will make adequate provision whereby provisions under Section 12.01(c) shall continue to apply with respect to the Securities calculation of the Settlement Amount. Such supplemental indenture shall provide for provisions and adjustments which shall be convertible 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 (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from and after the effective date of such business combination into the form of consideration elected by a majority original issuer of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a)Securities. (b) Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and/or units of Reference Property determined in accordance with Section 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 a 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. (c) 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. (d) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 12.04 to be mailed to each Holder, at its address appearing on in the Security Registermanner provided in Section 13.02, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (de) The above provisions of this Section 8.03 12.04 shall similarly apply to successive Business CombinationsReorganization Events. (ef) If this Section 12.04 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (g) 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, if any, to convert the Securities into shares of Common Stock as set forth in Section 8.01 12.01 prior to the effective time of such Business CombinationReorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case offollowing events occur, each a “Business Combination”: namely (i) any recapitalization, reclassification or change of the outstanding 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 combination); , (ii) any statutory share exchange, consolidation, merger or combination involving of the Company; or Issuer with another Person, or (iii) any sale, lease sale or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries, taken as a whole, Issuer to any Person (other than one or more of the Subsidiaries of the Company); Person, in each either case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets with respect to or in exchange for such Common Stock (or any combination thereofsuch event a “Merger Event”), then: (a) the Issuer 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 for the conversion and settlement of the Notes as set forth in this Ninth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article, and the Trustee may conclusively rely on the determination by the Issuer of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property 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 Merger Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the repurchase rights set forth in Article 8 herein. In the event the Issuer shall execute a supplemental indenture pursuant to this Section 7.05, the Issuer shall file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 7.02(a) and Section 7.02(b), and subject to the provisions of Section 7.01, at the effective time of the Business Combinationsuch Merger Event, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, Notes will be changed to a right to convert it into such Note by reference to the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination transaction would have owned or been entitled to receive upon (the “Reference Property”) such Business Combination. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible that from and after the effective date time of such business combination transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 7.02(a) or Section 7.02(b), as applicable. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause 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 consideration elected by a majority shareholder election) shall be deemed to be the weighted average of the Company’s stockholders in types and amounts of consideration received by the holders of Common Stock that affirmatively make such Business Combinationan election. The Company may Issuer shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Noteholder to convert its Notes in accordance with the provisions of this Section 8.03(a)Article 7 prior to the effective time of such Merger Event. (bc) The Company Issuer shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each HolderNoteholder, at its his address appearing on the Security Register, within 20 30 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 shall similarly apply to successive Business CombinationsMerger Events. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of, each a “Business Combination”: of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination); , (ii) any statutory share exchange, consolidation, merger or combination involving the Company; or , (iii) any sale, lease or other transfer in one transaction or to a series of related transactions of all or substantially all third party of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, taken as a wholeor (iv) any statutory share exchange, to any Person (other than one or more of the Subsidiaries of the Company); in each case case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Business CombinationMerger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount Principal Amount of Securities, a right to convert it Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Business CombinationMerger Event. In If such Merger Event causes the event 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 be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in that affirmatively make such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combinationan election. The Company may shall notify Holders of the Notes and the Trustee of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such transaction Merger Event unless its terms are consistent with this Section 8.03(a). (b) the foregoing. The Company shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing of such Holder as it appears on the Security Registerregister of the Notes maintained by the Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) . The above provisions of this Section 8.03 shall similarly apply to successive Business Combinationsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of, each a “Business Combination”: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(c) applies); , (ii) any statutory share exchange, consolidation, merger or combination involving of the Company; or Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property (or any combination thereof) with respect to or in exchange for such Common Stock, or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a wholeor any statutory share exchange, to any other Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (or any combination thereof) with respect to or in exchange for such Common Stock (any such event or transaction, a "REORGANIZATION EVENT"), thenthen 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 effective time date of execution of such supplemental indenture and with the Business Combination, the right to convert a provisions of Article 9 herein) providing that each Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it convertible into the kind and amount of shares of or stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the applicable Conversion Rate prior to such Business Combination Reorganization Event would have owned or been entitled to receive (the "REFERENCE PROPERTY") in such Reorganization Event. For purposes of the foregoing, the form 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 such Business Combination. In any form of stockholder election) will be deemed to be the event weighted average of the forms and amounts of consideration received by the holders of Common Stock have that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the opportunity to elect provisions and adjustments provided for in this Article 12, Article 11 and Article 9 and the form definition of consideration to be received Fundamental Change, as appropriate, as determined in such Business Combination, good faith by the Company will make adequate provision whereby the Securities (which determination shall be convertible conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. (b) At and after the effective date time of any such business combination into Reorganization Event, the form Principal Return of consideration elected by a majority Securities converted shall be payable in cash, and the Conversion Value, and Net Shares, if any, will be calculated based on the fair value of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a)Reference Property. (bc) 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. (d) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 12.05 to be mailed to each Holderholder of Securities, at its address appearing on the Security 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. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (de) The above provisions of this Section 8.03 12.04 shall similarly apply to successive Business CombinationsReorganization Events. (ef) If this Section 12.04 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (g) 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 Stock, if applicable, as set forth in Section 8.01 12.01 prior to the effective time of such Business CombinationReorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of, each a “Business Combination”: of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination); , (ii) any statutory share exchange, consolidation, merger or combination involving the Company; or , (iii) any sale, lease or other transfer in one transaction or to a series of related transactions of all or substantially all third party of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, taken as a wholeor (iv) any statutory share exchange, to any Person (other than one or more of the Subsidiaries of the Company); in each case case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Business CombinationMerger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount Principal Amount of Securities, a right to convert it Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Business CombinationMerger Event. In If such Merger Event causes the event 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 be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in that affirmatively make such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combinationan election. The Company may shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such transaction Merger Event unless its terms are consistent with this Section 8.03(a). (b) the foregoing. The Company shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing of such Holder as it appears on the Security Registerregister of the Notes maintained by the Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) . The above provisions of this Section 8.03 shall similarly apply to successive Business Combinationsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case offollowing events occur, each a “Business Combination”: namely (i) any recapitalization, reclassification or change of the outstanding 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 combination); , (ii) any statutory share exchange, consolidation, merger or combination involving of the Company; or Issuer with another Person, or (iii) any sale, lease sale or other transfer in one transaction or a series of related transactions conveyance of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries, taken as a whole, Issuer to any Person (other than one or more of the Subsidiaries of the Company); Person, in each either case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets with respect to or in exchange for such Common Stock (or any combination thereofsuch event a “Merger Event”), then: (a) the Issuer 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 for the conversion and settlement of the Notes as set forth in this Seventh Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article, and the Trustee may conclusively rely on the determination by the Issuer of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property 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 Merger Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the repurchase rights set forth in Article 8 herein. In the event the Issuer shall execute a supplemental indenture pursuant to this Section 7.05, the Issuer shall file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 7.02(a) and Section 7.02(b), and subject to the provisions of Section 7.01, at the effective time of the Business Combinationsuch Merger Event, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, Notes will be changed to a right to convert it into such Note by reference to the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination transaction would have owned or been entitled to receive upon (the “Reference Property”) such Business Combination. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible that from and after the effective date time of such business combination transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 7.02(a) or Section 7.02(b), as applicable. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause 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 consideration elected by a majority shareholder election) shall be deemed to be the weighted average of the Company’s stockholders in types and amounts of consideration received by the holders of Common Stock that affirmatively make such Business Combinationan election. The Company may Issuer shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Noteholder to convert its Notes in accordance with the provisions of this Section 8.03(a)Article 7 prior to the effective time of such Merger Event. (bc) The Company Issuer shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each HolderNoteholder, at its his address appearing on the Security Register, within 20 30 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 shall similarly apply to successive Business CombinationsMerger Events. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In Except as otherwise provided in Section 12.04, if any of the case of, each a “Business Combination”: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(a) applies); , (ii) any statutory share exchange, consolidation, merger merger, binding share exchange or combination involving of the Company; or Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property (or any combination thereof) with respect to or in exchange for such Common Stock, or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken Subsidiaries substantially as a whole, an entirety to any other Person (other than one or more of the Subsidiaries of the Company); in each case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (or any combination thereof) with respect to or in exchange for such Common Stock (any such event or transaction, a “Reorganization Event”), then, at then after the effective time of the Business Combinationsuch Reorganization Event, the right to convert a Security Securities shall only be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereofand in the same proportion) that receivable (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 Business Combination Reorganization Event and the Company or successor Person shall execute a supplemental indenture to such effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or 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 such Business Combination. In any form of stockholder election) will be deemed to be the event weighted average of the types and amounts of consideration received by the holders of Common Stock have that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the opportunity to elect provisions and adjustments provided for in this Article 12, Article 9 and Article 11 and the form definition of consideration to be received Fundamental Change, as appropriate, as determined in such Business Combination, good faith by the Company will make adequate provision whereby the Securities (which determination shall be convertible conclusive and binding), to make such provisions apply to such other Person if different from and after the effective date of such business combination into the form of consideration elected by a majority original issuer of the Company’s stockholders in such Business Combination. The Company may not become a party to any such transaction unless its terms are consistent with this Section 8.03(a)Securities. (b) The Company shall cause notice of the execution of any supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its address appearing on the 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 Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 shall similarly apply to successive Business Combinations. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of, each a “Business Combination”: of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination); , (ii) any statutory share exchange, consolidation, merger or combination involving the Company; or , (iii) any sale, lease or other transfer in one transaction or to a series of related transactions third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a wholeor (iv) any statutory share exchange, to any Person (other than one or more of the Subsidiaries of the Company); in each case case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Business CombinationMerger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount Principal Amount of Securities, a right to convert it Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Business Combination Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Business CombinationMerger Event. In If such Merger Event causes the event 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 be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in that affirmatively make such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combinationan election. The Company may shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such transaction Merger Event unless its terms are consistent with this the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 8.03(a). (b) 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. The Company shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing of such Holder as it appears on the 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 Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) . The above provisions of this Section 8.03 shall similarly apply to successive Business Combinationsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case event of, each a “Business Combination”: (ia) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 10.05(a) applies or a change in par value or from par value to no par value or vice versa); (iib) a consolidation, merger or combination involving Holdings; or (c) a sale, lease or other transfer to a third party of the consolidated assets of Holdings and its Subsidiaries substantially as an entirety; or (d) any statutory share exchange, consolidation, merger or combination involving the Company; or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Subsidiaries of the Company); in each case case, as a result of which the holders of Common Stock would be converted intoreceive cash, or exchanged for, stock, other securities, other property or assets (or any combination thereof), then, at the effective time of the Business Combination, the right to convert a Security shall be changed into, with respect to each $1,000 in principal amount of Securities, a right to convert it into the kind and amount of shares of stock, other securities or other property (the “Reference Property”) in exchange for such Common Stock (any such event or assets transaction, a “Reorganization Event”), in each case, Holdings or its successor, as the case may be, shall execute with the Trustee a supplemental indenture (including cash or any combination thereofwhich shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that a holder the Notes shall become exchangeable based on the type and amount of consideration that would have been received by the holders of a number of shares of Common Stock equal to the Conversion Rate Exchange Amount immediately prior to such Business Combination Reorganization Event; provided, however, that at and after the effective time of the Reorganization Event, the number of shares of Common Stock otherwise deliverable upon exchange of the Notes in accordance with Section 11.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have owned or been entitled received in such Reorganization Event. If the Reorganization Event causes the Common Stock to receive be exchanged for more than a single type of consideration (determined based in part upon such Business Combination. In any form of stockholder election), the event Reference Property into which the Notes will be exchangeable will be deemed to be (i) if the holders of a majority of Common Stock make an affirmative election, the weighted average of the types and amounts of consideration received by the holders of Common Stock have that affirmatively make such an election or (ii) if the opportunity to elect the form holders of consideration to be received in such Business Combination, the Company will make adequate provision whereby the Securities shall be convertible from and after the effective date of such business combination into the form of consideration elected by a majority of Common Stock do not make an affirmative election, the Company’s stockholders in such Business Combinationweighted average of the types and amounts of consideration received by all holders of Common Stock. The Company may In all cases, the provisions under Section 10.02 shall continue to apply with respect to the calculation of the Exchange Obligation. Holdings hereby agrees not to become a party to any such 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 8.03(a). (b) The Company Article 10. Holdings shall cause notice of the execution of any such supplemental indenture required by this Section 8.03 to be mailed to each Holder, at its the address appearing on of such Holder as it appears in the Security Note 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 Company may not become a party to any Business Combination, unless its terms are consistent with this Section 8.03. (d) The above provisions of this Section 8.03 shall similarly apply to successive Business Combinations. (e) None of the foregoing provisions shall affect the right of a Holder to convert the Securities into shares of Common Stock as set forth in Section 8.01 prior to the effective time of such Business Combination.