Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. When a Holder surrenders its Securities for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Business Day following the Conversion Date, such Securities to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Securities surrendered for conversion, the designated institution must agree to timely deliver, in exchange for such Securities, the Settlement Amount that would otherwise be due upon conversion pursuant to Section 14.03. If the Company makes an Exchange Election, the Company shall, by the Close of Business on the Business Day following the relevant Conversion Date, notify the Holder surrendering its Securities for conversion that the Company has made the Exchange Election and the Company will notify the designated financial institution of the relevant deadline for delivery of the Settlement Amount. Any Securities exchanged by the designated institution will remain outstanding, subject to the Applicable Procedures of the Depositary. If the designated institution agrees to accept any Securities for exchange but does not timely deliver the related Settlement Amount, or if such designated financial institution does not accept the Securities for exchange, the Company shall deliver the relevant Settlement Amount as if it had not made an Exchange Election.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Securities Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver the surrendered Notes, on or prior to the second Business Day following the Conversion Date, such Securities to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Securities Notes surrendered for conversion, the designated institution must agree to timely deliver, in exchange for such Securitiesany Notes surrendered for conversion, the Settlement Amount that would otherwise be cash, shares of Common Stock or combination thereof due upon conversion pursuant to as described in Section 14.0314.02. If the Company makes an Exchange Election, the Company it shall, by the Close close of Business business on the second Business Day following the relevant Conversion Date, notify the Holder surrendering its Securities Notes for conversion that the Company it has made the such Exchange Election and the Company will notify the designated financial institution of the relevant deadline for delivery of the Settlement Amount. consideration due upon conversion. (b) Any Securities exchanged by Notes delivered to the designated financial institution will shall remain outstanding, subject to the Applicable Procedures of the Depositary. If the designated financial institution agrees to accept any Securities Notes for exchange but does not timely deliver the related Settlement Amountconsideration due upon conversion, or if such designated financial institution does not accept the Securities Notes for exchange, the Company shall deliver the relevant Settlement Amount consideration due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if it the Company had not made an Exchange Election. (c) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the institution to accept any Notes in exchange for the consideration due upon conversion, in which case, the Notes shall be converted in accordance with their terms and the terms of this Indenture.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Securities Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver the surrendered Notes, on or prior to the second Business Day following the Conversion Date, such Securities to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Securities Notes surrendered for conversion, the designated institution must agree to timely deliver, in exchange for such Securitiesany Notes surrendered for conversion, the Settlement Amount that would otherwise be cash, shares of Common Stock or combination thereof due upon conversion pursuant to as described in Section 14.0314.02. If the Company makes an Exchange Election, the Company it shall, by the Close close of Business business on the second Business Day following the relevant Conversion Date, notify the Holder surrendering its Securities Notes for conversion that the Company it has made the such Exchange Election and the Company will notify the designated financial institution of the relevant deadline for delivery of the Settlement Amount. consideration due upon conversion. (b) Any Securities exchanged by Notes delivered to the designated financial institution will shall remain outstanding, subject to the Applicable Procedures of the Depositary. If the designated financial institution agrees to accept any Securities Notes for exchange but does not timely deliver the related Settlement Amountconsideration due upon conversion, or if such designated financial institution does not accept the Securities Notes for exchange, the Company shall deliver the relevant Settlement Amount consideration due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if it the Company had not made an Exchange Election. (c) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the institution to accept any Notes in exchange for the consideration due upon conversion, in which case, the Notes shall be converted in accordance with their terms and the terms of this Indenture and in accordance with the procedures of the Depositary, as applicable.