Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its election (the “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common Stock and/or cash that would otherwise be due upon conversion as described in Section 15.02 above and in respect of which the Company has notified to converting Noteholders. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(c), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Notes for exchange.

Exchange in Lieu of Conversion. When a holder Holder surrenders its Notes for conversion, the Company may, at its election (the an “Exchange Electionexchange election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution designated institution must agree to timely deliver, in exchange for such Notesnotes, the cash, shares of the Company’s Common Stock and/or or a combination of cash and shares of the Company’s Common Stock, at its election, that would otherwise be due upon conversion as described in Section 15.02 above and in respect of which the Company has notified to converting Noteholders5.03. If the Company makes an Exchange Electionexchange election, the Company shallit will, by the close Close of business Business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify the holder Holder surrendering its Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has made such election. In addition, the Company shall concurrently exchange election and it will notify the Designated Institution designated financial institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversionConversion Consideration. Any Notes exchanged by the Designated Institution designated institution will remain outstanding, subject to applicable Depositary procedures. If the Designated Institution designated institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion AgentConsideration, or if the Designated Institution such designated financial institution does not accept such the Notes for exchange, the Company shall, within will deliver the time period specified in Section 15.02(c), convert such Notes into cash and/or shares of Common Stock, relevant Conversion Consideration as applicable in accordance with the provisions of Section 15.02if it had not made an exchange election. For the avoidance of doubt, in no event will the The Company’s designation of a Designated Institution pursuant financial institution to this Section 15.11 which the Notes may be submitted for exchange does not require the Designated Institution such institution to accept any Notes for exchangeNotes.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (the “Exchange Election”)election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the cash and shares of Common Stock and/or cash Stock, if any, that would otherwise be due upon conversion as described in Section 15.02 14.02 above and in respect of which the Company has notified to converting NoteholdersHolders. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify the holder Holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. . (b) If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(c14.02(c), convert such Notes into cash and/or and shares of Common Stock, as applicable if any , in accordance with the provisions of Section 15.02. 14.02. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 14.13 require the Designated Institution to accept any Notes for exchange.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (the an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common Stock and/or cash consideration that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 15.02 above and in respect of which the Company has notified to converting Noteholders14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify the holder Holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversionConversion Consideration. Any Notes exchanged by the Designated Institution will remain outstanding. , subject to applicable procedures of the Depositary. (b) If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion Conversion Consideration to the Conversion Agentexchanging Holder, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(c14.02(c), convert such Notes into cash and/or shares of Common Stock, as applicable deliver the Conversion Consideration in accordance with the provisions of Section 15.02. 14.02 as if it had not made an Exchange Election. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 14.12 require the Designated Institution to accept any Notes for exchange.