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 (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, cash, the shares of Common Stock or a combination of cash and Common Stock 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 the election described above, the Company shall, by 5:00 p.m., New York City time, 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 Exchange 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.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “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, the shares of Common Stock (or a Reference Property, if applicable) or combination of cash and shares of Common Stock (or Reference Property, if applicable), at the Company’s election, that would otherwise be due upon conversion as described set forth in Section 15.02 14.02 above and in respect of which the Company has notified to converting NoteholdersHolders. If the Company makes the election described above, the Company shall, by 5:00 p.m., New York City time, the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify the holder Holder (with a copy to the Trustee and the Conversion Agent (if not the Trustee)) surrendering its Notes for conversion that it has made such Exchange Electionelection. 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.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent in writing to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a one or more financial institution institutions 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 Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, or, following satisfaction of the Share Reservation Condition, cash, shares of Common Stock or a combination of cash and shares of Common Stock Stock, at the Company’s election, 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 the election described above, the Company shall, by 5:00 p.m., New York City time, the close of business on the second Business Trading 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 Exchange Electionelection. In addition, the Company shall concurrently notify the Designated Institution Institution(s) 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 delivered to the Designated Institution Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, cause such Notes to be transferred to a financial institution designated by the Company (the each, a “Designated Financial 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 Financial Institution(s) must agree to timely deliver, in exchange for such Notes, cash, the shares of the Common Stock or a combination of cash and shares of the Common Stock Stock, at the Company’s election, that would otherwise be due upon conversion as described in pursuant to Section 15.02 above and in respect of which 14.02 (the Company has notified to converting Noteholders“Conversion Consideration”). If the Company makes the election described abovean Exchange Election, the Company shall, by 5:00 p.m., New York City time, the close of business on the second Business Day immediately following the relevant Conversion Date as part of its Settlement NoticeDate, notify in writing the holder Conversion Agent, the Trustee and the Holder surrendering its Notes for conversion and the Trustee that it the Company has made such the Exchange Election. In addition, Election and the Company shall concurrently notify the Designated Institution Financial Institution(s) of the Settlement Method (and, if applicable, settlement method 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 outstandingConversion Consideration.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Trading Day immediately following the relevant Conversion Date, such Notes to a one or more financial institution institutions 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 designated financial institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, the amount of cash, or, following the shares Company’s receipt of Shareholder Approval, cash, Common Stock Shares or a combination of cash and Common Stock Shares, at the Company’s election, that would otherwise be due upon conversion as described in under Section 15.02 above and in respect of which the Company has notified to converting Noteholders14.02. If the Company makes the election described abovean Exchange Election, the Company it shall, by 5:00 p.m., New York City time, the close of business on the second Business Trading Day immediately 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 Exchange Election. In addition, the Company shall concurrently Election and notify the Designated Institution designated financial institution(s) 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 payment or delivery, as the case may be, of the conversion consideration due upon conversion. Any Notes exchanged by and the Designated Institution will remain outstandingtype of conversion consideration to be paid or delivered, as the case may be.

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its election (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, cash, the shares of Common Stock or a combination of cash and Common Stock 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 the election described above, the Company shall, by 5:00 p.m., New York City time, 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 Exchange 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.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (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 Financial Institution”), ) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution must agree to timely deliverpay, in exchange for such NotesNotes (together with such Holder’s Conversion Notice and, cashif required, appropriate endorsements and transfer documents), the shares of Common Stock or a combination of cash and Common Stock that would otherwise be due upon conversion as described in pursuant to Section 15.02 above 4.01 (the “Conversion Consideration”) and in respect of which the Company has notified to converting NoteholdersHolders. If the Company makes the election described abovean Exchange Election, the Company shallwill, by 5:00 p.m., New York City time, 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 an Exchange Election. In addition, the Company shall concurrently Election and will notify the 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 conversion. Any Notes exchanged by the Designated Institution will remain outstandingConversion Consideration.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Trading Day immediately following the relevant Conversion Date, such Notes to a one or more financial institution institutions 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 designated financial institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, the amount of cash, or, following the shares Company’s receipt of Shareholder Approval, cash, Common Stock Shares or a combination of cash and Common Stock Shares, at the Company’s 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 Noteholdersunder ‎Section 14.02. If the Company makes the election described abovean Exchange Election, the Company it shall, by 5:00 p.m., New York City time, the close of business on the second Business Trading Day immediately 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 Exchange Election. In addition, the Company shall concurrently Election and notify the Designated Institution designated financial institution(s) 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 payment or delivery, as the case may be, of the conversion consideration due upon conversion. Any Notes exchanged by and the Designated Institution will remain outstandingtype of conversion consideration to be paid or delivered, as the case may be.

Exchange in Lieu of Conversion. (a) When a holder Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to surrender, on or prior to the second close of business on the 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 conversionconversion (an “Exchange Election”). 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, the shares of Common Stock or a combination of cash and Common Stock Stock, at the Company’s election, 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 the election described above, the Company shall, by 5:00 p.m., New York City time, the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify in writing the holder Holder surrendering its Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has made such Exchange Election. In additionelection, and 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.