Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the existing designation of the, financial institution (an “Exchange Party”) to which Notes surrendered by a Holder for conversion will be initially offered by the Conversion Agent on behalf of a Holder for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Exchange Party must agree to deliver in exchange for such Notes, the shares of Common Stock and/or cash which would otherwise be due upon conversion in accordance with Section 9.3. If the Exchange Party accepts any Notes for conversion, it will deliver to the Conversion Agent, and the Conversion Agent will deliver to converting Holders, the shares of Common Stock and/or cash which would otherwise be due upon conversion. In the event that the Exchange Party agrees to accept any Notes for conversion but fails to deliver the consideration for the converted Notes by the second Business Day following the last Trading Day of the applicable Conversion Reference Period, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the last Trading Day of the applicable Conversion Reference Period, deliver to the Holder shares of Common Stock and/or cash which would otherwise be due upon conversion in accordance with Section 9.3. Any Notes exchanged by the Exchange Party shall remain outstanding. The designation by the Company of an Exchange Party does not require such Exchange Party to accept any Notes for conversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will convert the Notes on the terms provided in this Indenture. The Company will not pay any consideration to, or otherwise enter into any arrangement with, the Exchange Party for or with respect to such designation.

Exchange in Lieu of Conversion. The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the existing designation of the, financial institution (an “Exchange Party”) to which Notes surrendered by a Holder for conversion will be initially offered by the Conversion Agent on behalf of a Holder for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Exchange Party must agree to deliver in exchange for such Notes, the a number of full shares of Common Stock and/or issuable on conversion thereof based on the applicable Conversion Rate, plus cash which for any fractional shares, or cash or a combination of cash and Common Stock in lieu thereof in the form that would otherwise be due upon conversion in accordance with Section 9.3have been deliverable by the Company under this Article IX. If the Exchange Party accepts any Notes for conversion, it will deliver to the Conversion Agent, and the Conversion Agent will deliver to converting Holders, the shares of Common Stock and/or cash which would otherwise be due upon conversionor other consideration payable with respect to such Notes. In the event that the Exchange Party agrees to accept any Notes for conversion but fails to deliver the consideration for the converted Notes by the second Business Day following the last Trading Day determination of the applicable Conversion Reference PeriodApplicable Stock Price, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the last Trading Day determination of the applicable Conversion Reference PeriodApplicable Stock Price, deliver to the Holder shares of Common Stock and/or (together with any cash which would otherwise be due upon conversion payment in lieu of fractional shares) or cash or a combination of cash and shares of Common Stock in accordance with Section 9.3. Any Notes exchanged by the Exchange Party shall remain outstanding. The designation by the Company of an Exchange Party does not require such Exchange Party to accept any Notes for conversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will convert the Notes on the terms provided in this Indenture. The Company will not pay any consideration to, or otherwise enter into any arrangement with, the Exchange Party for or with respect to such designation.

Exchange in Lieu of Conversion. The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the existing designation of the, financial institution (an “Exchange Party”) to which Notes surrendered by a Holder for conversion will be initially offered by the Conversion Agent on behalf of a Holder for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Exchange Party must agree to deliver in exchange for such Notes, the cash or combination of cash and shares of Common Stock and/or cash which would otherwise be due upon conversion in accordance with Section 9.3. If the Exchange Party accepts any Notes for conversion, it will deliver to the Conversion Agent, and the Conversion Agent will deliver to converting Holders, the cash or combination of cash and shares of Common Stock and/or cash which would otherwise be due upon conversion. In the event that the Exchange Party agrees to accept any Notes for conversion but fails to deliver the consideration for the converted Notes by the second Business Day following the last Trading Day of the applicable Conversion Reference Period, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the last Trading Day of the applicable Conversion Reference Period, deliver to the Holder the cash or combination of cash and shares of Common Stock and/or cash which would otherwise be due upon conversion in accordance with Section 9.3. Any Notes exchanged by the Exchange Party shall remain outstanding. The designation by the Company of an Exchange Party does not require such Exchange Party to accept any Notes for conversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will convert the Notes on the terms provided in this Indenture. The Company will not pay any consideration to, or otherwise enter into any arrangement with, the Exchange Party for or with respect to such designation.