Common use of Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends Clause in Contracts

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, (a) In order to exercise the conversion privilege with respect to any Convertible this Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and Holder shall give written notice of conversion in the form provided on the Convertible Notes a Conversion Notice (or such other notice which is acceptable to the Company) to the Company and the Transfer Agent or to the office or agency that designated by the holder of Convertible Notes elects to convert Company for such Convertible Note or such portion thereof specified in said notice. Such purpose by notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorneyHolder. The holder of such Convertible Notes will not be required to pay any tax or duty which A Conversion Notice may be payable in respect given by telephone line facsimile transmission to the numbers set forth on the form of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. Conversion Notice. (b) As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madepracticable, but in no event later than five three Trading Days Days, after the later of such datesa Conversion Notice is given, the Company shall (i) pay the cash issue and shall deliver to the holders (including Holder or the Holder’s designee the number of full shares of Common Stock issuable upon such conversion of this Note or portion hereof in accordance with the provisions of this Article and deliver a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 5.2(f) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose and, if applicable, any cash payment required pursuant to the proviso to the first sentence of Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties5.1 (which payment, if any, payable by shall be paid no later than five Trading Days after the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. applicable Conversion Date). (c) Each conversion of this Note (or portion hereof) shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof)applicable Conversion Date, and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date such Conversion Date the holder of record of the shares represented thereby; provided, however, that any such surrender if a Conversion Date is a date on any date when which the Company’s stock transfer books are of the Company shall be closed such conversion shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date applicable Conversion Date. (d) The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within two Trading Days after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company’s obligation to issue upon such conversion the number of shares of Common Stock which such Convertible Note is surrenderedare not in dispute. Any Convertible Note or portion thereof surrendered A Conversion Notice shall be deemed for conversion during all purposes to be in proper form unless the period Company notifies the Holder by telephone line facsimile transmission within two Trading Days after a Conversion Notice has been given (which notice from the close of business Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the record date for given if the Holder promptly undertakes to correct all such defects. The Company shall not be required to pay any interest payment through tax which may be payable in respect of any transfer involved in the close issuance and delivery of business shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the last Trading Day immediately preceding Holder, and the Company shall not be required to issue or deliver any such interest payment date shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be accompanied responsible for the amount of any withholding tax payable in connection with any conversion of this Note. (1) If the Holder shall have given a Conversion Notice in accordance with the terms of this Note, the Company’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of any action or inaction by paymentthe Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in funds acceptable the enforcement of any other obligation of the Company to the CompanyHolder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of an amount equal any obligation to the interestCompany or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise payable on limit such interest payment date on obligation of the principal amount being converted, unless Company to the Holder in connection with such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Dateconversion; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such payment claim in any other manner permitted by applicable law. The occurrence of an event which requires an adjustment of the Conversion Price as contemplated by Section 5.3 shall in no way restrict or delay the right of the Holder to receive certificates for Common Stock upon conversion of this Note and the Company shall use its best efforts to implement such adjustment on terms reasonably acceptable to the Holder within two Trading Days of such occurrence. (2) If in any case the Company shall fail to issue and deliver the shares of Common Stock to the Holder in connection with a particular conversion of this Note within three Trading Days after the Holder gives the Conversion Notice for such conversion, in addition to any other liabilities the Company may have hereunder and under applicable law (A) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (B) if as a result of such failure the Holder shall suffer any direct damages or liabilities from such failure (including, without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by the Holder or the Holder’s securities broker) or borrowing of shares of Common Stock by the Holder for purposes of settling any trade involving a sale of shares of Common Stock made by the Holder during the period beginning on the Issuance Date and ending on the date the Company delivers or causes to be delivered to the Holder such shares of Common Stock), then the Company shall upon demand of the Holder pay to the Holder an amount equal to the actual direct, out-of-pocket damages and liabilities suffered by the Holder by reason thereof which the Holder documents to the reasonable satisfaction of the Company, and (C) the Holder may by written notice (which may be reduced given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing), given at any time prior to delivery to the Holder of the shares of Common Stock issuable in connection with such exercise of the Holder’s conversion right, rescind such exercise and the Conversion Notice relating thereto, in which case the Holder shall thereafter be entitled to convert that portion of this Note as to which such exercise is so rescinded and to exercise its other rights and remedies with respect to such failure by the amount Company. Notwithstanding the foregoing the Company shall not be liable to the Holder under clause (B) of the immediately preceding sentence to the extent the failure of the Company to deliver or to cause to be delivered such shares of Common Stock results from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of the Company (it being understood that the action or failure to act of the Transfer Agent shall not be deemed an event outside the control of the Company except to the extent resulting from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of the Transfer Agent or the bankruptcy, liquidation or reorganization of the Transfer Agent under any bankruptcy, insolvency or other similar law). The Holder shall notify the Company in writing (or by telephone conversation, confirmed in writing) as promptly as practicable following the third Trading Day after the Holder gives a Conversion Notice if the Holder becomes aware that such shares of Common Stock so issuable have not been received as provided herein, but any failure so to give such notice shall not affect the Holder’s rights under this Note or otherwise. If the Holder shall have exercised the conversion right in any particular instance and either (1) the Company shall notify the Holder on or after the date the Holder gives such Conversion Notice that the shares of Common Stock issuable upon such conversion might not be delivered within three Trading Days after the date the Holder gives such Conversion Notice or (2) the Holder learns after the date which is three Trading Days after the date the Holder gives such Conversion Notice that the Holder has not received such shares of Common Stock, then, without releasing the Company of its obligations with respect thereto, from and after the Trading Day next succeeding the earlier of the events described in the preceding clauses (1) and (2) of this sentence the Holder shall make reasonable efforts not to sell shares of Common Stock in anticipation of receipt of such shares of Common Stock in a manner which is likely to increase materially the liability of the Company under clause (2) of the second preceding sentence. (f) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any existing payment default fraction of a share of Common Stock which would otherwise be issuable in respect of such Convertible Notes. An amount equal to such payment shall be paid by conversion, the Company on such interest payment date to may round the holder number of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant issued on such conversion up to this Article 12the next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information Market Price of the Common Stock on the Company’s website or otherwise publicly disclose such informationapplicable Conversion Date.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, (a) In order to exercise the conversion privilege with respect to any Convertible this Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and Holder shall give written notice of conversion in the form provided on the Convertible Notes a Conversion Notice (or such other notice which is acceptable to the Company) to the Company and the Transfer Agent or to the office or agency that designated by the holder of Convertible Notes elects to convert Company for such Convertible Note or such portion thereof specified in said notice. Such purpose by notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorneyHolder. The holder of such Convertible Notes will not be required to pay any tax or duty which A Conversion Notice may be payable in respect given by telephone line facsimile transmission to the numbers set forth on the form of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. Conversion Notice. (b) As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madepracticable, but in no event later than five three Trading Days Days, after the later of such datesa Conversion Notice is given, the Company shall (i) pay the cash issue and shall deliver to the holders (including Holder or the Holder's designee the number of full shares of Common Stock issuable upon such conversion of this Note or portion hereof in accordance with the provisions of this Article and deliver a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 5.2(f) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose and, if applicable, any cash payment required pursuant to the proviso to the first sentence of Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties5.1 (which payment, if any, payable by shall be paid no later than five Trading Days after the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. applicable Conversion Date). (c) Each conversion of this Note (or portion hereof) shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof)applicable Conversion Date, and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date such Conversion Date the holder of record of the shares represented thereby; provided, however, that any such surrender if a Conversion Date is a date on any date when which the Company’s stock transfer books are of the Company shall be closed such conversion shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date applicable Conversion Date. (d) The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within two Trading Days after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which such Convertible Note is surrenderedare not in dispute. Any Convertible Note or portion thereof surrendered A Conversion Notice shall be deemed for conversion during all purposes to be in proper form unless the period Company notifies the Holder by telephone line facsimile transmission within two Trading Days after a Conversion Notice has been given (which notice from the close of business Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the record date for given if the Holder promptly undertakes to correct all such defects. The Company shall not be required to pay any interest payment through tax which may be payable in respect of any transfer involved in the close issuance and delivery of business shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the last Trading Day immediately preceding Holder, and the Company shall not be required to issue or deliver any such interest payment date shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be accompanied responsible for the amount of any withholding tax payable in connection with any conversion of this Note. (1) If the Holder shall have given a Conversion Notice in accordance with the terms of this Note, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of any action or inaction by paymentthe Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in funds acceptable the enforcement of any other obligation of the Company to the CompanyHolder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of an amount equal any obligation to the interestCompany or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise payable on limit such interest payment date on obligation of the principal amount being converted, unless Company to the Holder in connection with such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Dateconversion; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such payment claim in any other manner permitted by applicable law. The occurrence of an event which requires an adjustment of the Conversion Price as contemplated by Section 5.3 shall in no way restrict or delay the right of the Holder to receive certificates for Common Stock upon conversion of this Note and the Company shall use its best efforts to implement such adjustment on terms reasonably acceptable to the Holder within two Trading Days of such occurrence. (2) If in any case the Company shall fail to issue and deliver the shares of Common Stock to the Holder in connection with a particular conversion of this Note within three Trading Days after the Holder gives the Conversion Notice for such conversion, in addition to any other liabilities the Company may have hereunder and under applicable law (A) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (B) if as a result of such failure the Holder shall suffer any direct damages or liabilities from such failure (including, without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by the Holder or the Holder's securities broker) or borrowing of shares of Common Stock by the Holder for purposes of settling any trade involving a sale of shares of Common Stock made by the Holder during the period beginning on the Issuance Date and ending on the date the Company delivers or causes to be delivered to the Holder such shares of Common Stock), then the Company shall upon demand of the Holder pay to the Holder an amount equal to the actual direct, out-of-pocket damages and liabilities suffered by the Holder by reason thereof which the Holder documents to the reasonable satisfaction of the Company, and (C) the Holder may by written notice (which may be reduced given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing), given at any time prior to delivery to the Holder of the shares of Common Stock issuable in connection with such exercise of the Holder's conversion right, rescind such exercise and the Conversion Notice relating thereto, in which case the Holder shall thereafter be entitled to convert that portion of this Note as to which such exercise is so rescinded and to exercise its other rights and remedies with respect to such failure by the amount Company. Notwithstanding the foregoing the Company shall not be liable to the Holder under clause (B) of the immediately preceding sentence to the extent the failure of the Company to deliver or to cause to be delivered such shares of Common Stock results from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of the Company (it being understood that the action or failure to act of the Transfer Agent shall not be deemed an event outside the control of the Company except to the extent resulting from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of the Transfer Agent or the bankruptcy, liquidation or reorganization of the Transfer Agent under any bankruptcy, insolvency or other similar law). The Holder shall notify the Company in writing (or by telephone conversation, confirmed in writing) as promptly as practicable following the third Trading Day after the Holder gives a Conversion Notice if the Holder becomes aware that such shares of Common Stock so issuable have not been received as provided herein, but any failure so to give such notice shall not affect the Holder's rights under this Note or otherwise. If the Holder shall have exercised the conversion right in any particular instance and either (1) the Company shall notify the Holder on or after the date the Holder gives such Conversion Notice that the shares of Common Stock issuable upon such conversion might not be delivered within three Trading Days after the date the Holder gives such Conversion Notice or (2) the Holder learns after the date which is three Trading Days after the date the Holder gives such Conversion Notice that the Holder has not received such shares of Common Stock, then, without releasing the Company of its obligations with respect thereto, from and after the Trading Day next succeeding the earlier of the events described in the preceding clauses (1) and (2) of this sentence the Holder shall make reasonable efforts not to sell shares of Common Stock in anticipation of receipt of such shares of Common Stock in a manner which is likely to increase materially the liability of the Company under clause (2) of the second preceding sentence. (f) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any existing payment default fraction of a share of Common Stock which would otherwise be issuable in respect of such Convertible Notes. An amount equal to such payment shall be paid by conversion, the Company on such interest payment date to may round the holder number of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant issued on such conversion up to this Article 12the next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information Market Price of the Common Stock on the Company’s website or otherwise publicly disclose such informationapplicable Conversion Date.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company Issuer pursuant to Section 4.043.02 of the Indenture, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.024.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the CompanyIssuer) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.074.07 hereof. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company Issuer duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in a Registered Global Security, the beneficial holder of must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Convertible Notes will not be Registered Global Security, furnish appropriate endorsements and transfer documents if required to by the Issuer or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 4.02 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes if required pursuant to Section 4.07 hereof. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Noteholder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesNote or Notes (or portion thereof) so converted), the Company Issuer shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Noteholder at the office or agency maintained by the Company Issuer for such purpose pursuant to Section 4.043.02 of the Indenture, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof as determined by the Issuer in accordance with the provisions of this Article XII. Certificates representing shares 4 and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, if any, payable calculated by the holder have been paidIssuer as provided in Section 4.03 hereof. In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, conversion and subject to Section 2.022.07 of the Indenture, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 4.02 have been satisfied as to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Issuer shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is shall be surrendered. Any Convertible No adjustment in respect of interest on any Note converted or dividends on any shares issued upon conversion of such Note will be made upon any conversion except as set forth in the next sentence. If this Note (or portion thereof hereof) is surrendered for conversion during the period from the close of business on the any record date for any the payment of interest payment through to the close of business on the last Trading Business Day immediately preceding such the following interest payment date shall and either (x) has not been called for redemption on a redemption date that occurs during such period or (y) is not to be redeemed in connection with a Fundamental Change on a Repurchase Date that occurs during such period, this Note (or portion hereof being converted) must be accompanied by paymentan amount, in New York Clearing House funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest, otherwise interest payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to no such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note required if there shall exist at the close time of business on such record date. Except as provided above conversion a default in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateNotes. Upon the Company’s determination that conversion of an interest in a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12Registered Global Security, the Company will promptly after making Trustee (or other conversion agent appointed by the Issuer), or the custodian at the direction of the Trustee (or other conversion agent appointed by the Issuer), shall make a notation on such determination issue a press release and use its reasonable efforts Registered Global Security as to post such information on the Company’s website or otherwise publicly disclose such informationreduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any conversion agent other than the Trustee.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in definitive form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, issued and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name Note in global form, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other than the same name as the registration of procedures set forth in such Convertible Noteprogram. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madeabove, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each compliance with any restrictions on transfer if shares issuable on conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted (or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.portion

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in definitive form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.044.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0214.2, and shall give written notice of conversion in the form provided on the Convertible Notes form of Note (or such other notice which that is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are that shall be issuable on such conversion shall be issued, issued and shall be accompanied by transfer taxes, if required pursuant to Section 12.0714.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as of the registration holder of such Convertible NoteNote as it appears on the Note register, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other than the same name as the registration of procedures set forth in such Convertible Noteprogram. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Noteholder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesNote or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.044.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares XIV and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.arising upon

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Note in global form, the same name as beneficial holder must complete, or cause to be completed, the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash pursuant to the holders (including in respect of any fractional Depository's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.101 111

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, (a) In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, Company must receive at an the office or agency maintained by of the Company pursuant to Section 4.04maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Form of Conversion Notice” on the reverse thereof (the “Conversion Notice”), duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice15.03(d). Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by the amount of any transfer taxesor similar taxes which are payable in connection with such conversion, if required pursuant to Section 12.0715.07. Each such Convertible Note surrendered The Conversion Agent shall provide copies of the Form of Conversion Notice to holders of Notes upon request. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion shallpursuant to the Depositary’s book-entry conversion program, unless deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 15.03 and any transfer taxes or similar taxes which are payable in connection with such conversion if required pursuant to Section 15.07. (b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later that of the satisfaction Noteholder (as if such transfer were a transfer of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesNote or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.02, cash and a certificate or certificates for the number of full shares of Common Stock Stock, if any, issuable upon the conversion of such Convertible Note or portion thereof as determined by the Company in accordance with the provisions of this Article XII. Certificates representing shares 15 and a check or cash in respect of Common Stock will not be issued or delivered unless all taxes and dutiesany fractional interest, if any, payable in respect of a share of Common Stock arising upon such conversion, calculated by the holder have been paidCompany as provided in Section 15.04. In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.05, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. . (c) Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.03 have been satisfied as to such Convertible Note (or portion thereof) (such date, the “Conversion Date”), and the person Person in whose name any certificate or certificates for shares of Common Stock are Stock, if any, shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, provided that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Convertible Note is shall be surrendered. . (d) Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through Regular Record Date to the close of business on the last Trading Business Day immediately preceding the following Interest Payment Date that has not been called for redemption during such interest payment date period shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest, Interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, provided that no such payment may need be reduced by made (1) if the amount Company has specified a Redemption Date or a Fundamental Change Repurchase Date that is after a Regular Record Date and prior to the next Interest Payment Date or (2) to the extent of any existing payment default in overdue Interest, if any overdue Interest exists at the time of conversion with respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record dateNote. Except as provided above in this Section 12.0215.03, no payment or other adjustment shall be made for interest Interest accrued on any Convertible Note converted or for dividends on any shares of Common Stock issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible 15. (e) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company), or the Custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Note is converted after a record date for the payment of interest and prior as to the next succeeding interest payment datereduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. (f) Upon the conversion of a Note, interest payable on such interest payment date that portion of the accrued but unpaid Interest with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be payable notwithstanding such conversion, and such interest shall deemed to be paid in full to the holder thereof through delivery of cash and shares, if any, of Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant (together with any cash payment in lieu of fractional shares) shall be treated as issued, to this Article 12the extent thereof, the Company will promptly after making such determination issue a press release first in exchange for and use its reasonable efforts to post such information on in satisfaction of the Company’s website or otherwise publicly disclose obligation to pay the principal amount of the converted Note and the accrued but unpaid Interest, and the balance, if any, of such informationcash and fair market value of such Common Stock shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her its duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Note in global form, the same name as beneficial holder must complete the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash pursuant to the holders (including in respect of any fractional Depositary's book-entry conversion program, deliver by book-entry delivery an interest in respect of a share of Common Stock arising upon such conversion) Note in global form, furnish appropriate endorsements and (ii) issue and shall deliver to such holder at the office or agency maintained transfer documents if required by the Company for such purpose pursuant to Section 4.04or the Trustee or conversion agent, a certificate or certificates for and pay the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and dutiesfunds, if any, payable required by the holder have been paid. In case penultimate paragraph of this Section 15.2 and any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversiontransfer taxes, and subject if required pursuant to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information15.7.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder Holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate fourth paragraph of this Section 12.02, and shall give a duly signed written notice of conversion conversion, in the form provided on the Convertible Notes or available from the Conversion Agent (or such other notice which is acceptable to the Company) to the office or agency agency, that the holder of Convertible Notes Holder elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes Holder or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madeabove, but in no event later than five Trading Days after the later of such datesthird Business Day thereafter, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for for, or effect a book-entry transfer through the Depositary with respect to, the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XIIXII and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion (unless the Company elects to round up the number of share of Common Stock deliverable upon conversion pursuant to Section 12.03), as provided in Section 12.03 (which payment, if any, shall be paid no later than three Business Days after satisfaction of the requirements for conversion set forth above). Notwithstanding the preceding sentenced, if any calculation required in order to determine the number of shares of Common Stock the Company must deliver in respect of a given conversion of Notes is based on data or other information that will not be available to the Company on the date the requirements set forth in the first paragraph of this Section 12.02 have been satisfied, the Company will delay settlement of that conversion until no later than the third Business Day after the relevant data or information becomes available. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid or the Holder shall have established to the reasonable satisfaction of the Company that such taxes and duties have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder Holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as with respect to any such Convertible a Note (or portion thereof) on the date on which the requirements set forth above in the first paragraph of this Section 12.02 have been satisfied as with respect to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any Holder who has satisfied the requirements for conversion set forth above but does not receive certificates representing shares of Common Stock (or such shares in electronic book-entry form, as applicable) within five days after satisfying such requirements (or five days after such longer period of time as the Company may be allowed to deliver the shares pursuant to the terms of the preceding paragraph) may notify the Conversion Agent in writing of such failed conversion and such Holder will be reinstated as a Holder for all purposes under this Indenture until such shares are delivered. Any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date Regular Record Date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted; provided however, unless that no such Convertible payment need be made if there exists at the time of conversion a default in the payment of interest on the Notes; and provided, further, that no such payment need be made if the Notes have been are surrendered for conversion following on or after the regular record date immediately preceding the Maturity final Regular Record Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder of such Convertible Note Holder at the close of business on such record dateRegular Record Date; provided, however, that if the Company defaults in the payment of interest, if applicable, on such Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided above in this Section 12.02, no cash payment of interest shall be made and no adjustment shall be made for interest accrued accrued, if any, on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If With respect to any Convertible Note is converted after Notes bearing a record Restricted Securities Legend or Affiliate Security Legend on the date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant distributed upon conversion will be issued in physical certificated form, will not be held in book-entry form through the facilities of the Depositary and shall be treated as “restricted securities,” and the Company will affix the applicable Restricted Stock Legend that is set forth in Exhibit D upon such shares of Common Stock. By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to this Article 12the Trustee, the Company will promptly after making such determination issue a press release be deemed to have satisfied its obligation to pay the principal amount of the Notes so converted and use its reasonable efforts obligation to post such information on pay accrued and unpaid interest attributable to the Company’s website period from the most recent Interest Payment Date through the date of conversion (which amount will be deemed paid in full rather than cancelled, extinguished or otherwise publicly disclose such informationforfeited).

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Global Note, the same name as beneficial holder must complete, or cause to be completed, the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash pursuant to the holders (including in respect of any fractional Depository's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in respect of a share of Common Stock arising upon such conversion) Global Note, furnish appropriate endorsements and (ii) issue and shall deliver to such holder at the office or agency maintained transfer documents if required by the Company for such purpose pursuant to Section 4.04or the Trustee or conversion agent, a certificate or certificates for and pay the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and dutiesfunds, if any, payable required by the holder have been paid. In case this Section 15.2 and any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject transfer taxes if required pursuant to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information15.7.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.02, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder of must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Convertible Notes will not be Global Note, furnish appropriate endorsements and transfer documents if required to by the Company or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 15.02 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes if required pursuant to Section 15.07. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Noteholder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesNote or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof as determined by the Company in accordance with the provisions of this Article XII. Certificates representing shares 15 and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, if any, payable calculated by the holder have been paidCompany as provided in Section 15.03. In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.03, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.02 have been satisfied as to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is shall be surrendered. Any Convertible No adjustment in respect of interest on any Note converted or dividends on any shares issued upon conversion of such Note will be made upon any conversion except as set forth in the next sentence and except as provided with respect to Additional Payments pursuant to Section 3.01(a). If a Note (or portion thereof thereof) is surrendered for conversion during the period from the close of business on the any record date for any the payment of interest payment through to the close of business on the last Trading Business Day immediately preceding such the following interest payment date shall and (x) has not been called for redemption on a redemption date that occurs during such period and (y) is not to be redeemed in connection with a Fundamental Change on a Repurchase Date that occurs during such period, such Note (or portion thereof being converted) must be accompanied by paymentan amount, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, otherwise interest payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to no such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note required if there shall exist at the close time of business on such record date. Except as provided above conversion a default in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateNotes. Upon the Company’s determination that conversion of an interest in a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12Global Note, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on Trustee (or other conversion agent appointed by the Company’s website ), or otherwise publicly disclose the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such informationGlobal Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any conversion agent other than the Trustee.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteDebenture in certificated form, the holder of any such Convertible Note Debenture to be converted in whole or in part shall surrender such Convertible NoteDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes Debentures (or such other notice which is acceptable to the Company) to the Company at such office or agency that the holder of Convertible Notes elects to convert such Convertible Note Debenture or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her its duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in a Debenture in global form, the beneficial holder of must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver by book-entry delivery an interest in such Convertible Notes will not be Debenture in global form, furnish appropriate endorsements and transfer documents if required to by the Company or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 15.2 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes if required pursuant to Section 15.7. As promptly as practicable after the later surrender of the satisfaction of the requirements for conversion set forth above such Debenture and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later receipt of such datesnotice and funds, if any, as aforesaid, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to at such holder at the office or agency maintained by the Company for to such purpose pursuant to Section 4.04holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note Debenture or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares and a check in payment of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, if any, payable by the holder have been paidas provided in Section 15.3. 66 In case any Convertible Note Debenture of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.3, the Company shall execute, execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Convertible Note Debenture so surrendered, without charge to him or herhim, a new Convertible Note Debenture or Convertible Notes Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible NoteDebenture. Each conversion shall be deemed to have been effected as to any such Convertible Note Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.2 have been satisfied as to such Convertible Note Debenture (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is Debenture shall have been surrendered. The Company's delivery of the fixed number of shares of Common Stock into which the Debentures are convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debentures and all accrued interest and original issue discount that has not previously been (or is not simultaneously being) paid. The Common Stock is treated as issued first in payment of accrued interest and original issue discount and then in payment of principal. Thus, accrued interest and original issue discount are treated as paid rather than canceled. Any Convertible Note Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through date to the close of business on the last Trading Business Day immediately next preceding such the following interest payment date shall (unless such Debenture or portion thereof being converted shall have been called for redemption on a date fixed for redemption which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following interest payment date) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if (i) there shall exist at the time of conversion a default in the payment of interest on the Debentures or (ii) the date fixed for redemption is on or after December 29, 2000 but on or before January 3, 2001, the holders who convert on or after December 26, 2000 will receive, in addition to Common Stock otherwise payable upon such conversion, accrued interest to, but excluding, January 3, 2001 on the principal amount of any existing payment default in respect of such Convertible NotesDebentures so converted. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note Debenture at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the Person who made such required payment. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.this

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.043.04, accompanied by the funds, if any, required by the penultimate final paragraph of this Section 12.02, 11.02 and shall give a duly signed and completed written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxestaxes or any withholding, if required pursuant to Section 12.0711.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any withholding tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable conversion and in respect of any transfer involved in the issue or delivery of the Common Stock by the Company in the name of a name person other than the same name as the registration holder of such a Convertible Note. As promptly as practicable after The date on which the later holder of the satisfaction Convertible Notes satisfies each of the requirements for provided in this paragraph shall be referred to as the "Conversion Date." Upon the conversion set forth above and of the date all calculations necessary Convertible Notes into Common Stock (subject to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesSection 11.03), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.043.04, (1) no later than the fifth business day after the Conversion Date, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note and (2) a check or portion thereof cash in accordance with an amount calculated pursuant to Section 11.03 in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion no later than the provisions of this Article XIItenth business day after the Conversion Date. Certificates representing shares of Common Stock will not be issued or delivered unless all withholdings, taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof)applicable Conversion Date, and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the applicable Conversion Date the holder of record of the shares represented thereby; provided, however, PROVIDED that any such surrender on any date when the Company’s 's stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, PROVIDED that no such payment may need be reduced by made if there exists at the amount time of any existing payment conversion a default in respect the payment of such interest on the Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date; PROVIDED that if the Company defaults in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 12.0211.02, no payment or other adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such informationXI.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.047.4, accompanied by the funds, if any, required by the penultimate final paragraph of this Section 12.02, 14.2 and shall give a duly signed and completed written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0714.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after The date on which the later holder of the satisfaction Convertible Notes satisfies each of the requirements for conversion set forth above and provided in this paragraph shall be referred to as the date all calculations necessary to make such payment and delivery have been made, but in no event "Conversion Date." No later than five Trading Days the second business day after the later of such datesConversion Date, the Company shall (i) pay notify each holder of Convertible Notes that has satisfied the cash to delivery requirements in the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) prior paragraph and (ii) issue and shall deliver to such holder at the office or agency maintained by Trustee whether the Company for such purpose pursuant elects to Section 4.04, a certificate or certificates for the number pay cash instead of full delivering shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof Notes and, if so, the percentage of the aggregate principal amount of Convertible Notes in accordance with respect of which it shall pay in cash. If the provisions of this Article XII. Certificates representing Company elects to deliver only shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and upon conversion (subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.58

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder Holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.0410.02, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 12.0215.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the such office or agency that the holder Holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.07. If the Notes are not in certificated form, the Holders may exercise their right of conversion by complying with the applicable Depositary procedures. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder Holder of Convertible Notes or his or her duly authorized attorney. The holder Holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay issue the cash to the holders number of full shares of Common Stock (including any full shares as a result of rounding fractional shares up to a full number of shares pursuant to Section 15.03) issuable upon the conversion of such Note or portion thereof in accordance with the provisions of this Article Fifteen and a check or cash (which payment, if any, shall be paid no later than three Business Days after satisfaction of the requirements for conversion set forth above) in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose Stock, pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.to

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.02 hereof, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.07 hereof. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder of must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Convertible Notes will not be Global Note, furnish appropriate endorsements and transfer documents if required to by the Company or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 15.02 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes if required pursuant to Section 15.07 hereof. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Noteholder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesNote or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof as determined by the Company in accordance with the provisions of this Article XII. Certificates representing shares 15 and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, if any, payable calculated by the holder have been paidCompany as provided in Section 15.03 hereof. In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.03 hereof, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.02 have been satisfied as to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Convertible Note is shall be surrendered. Any Convertible No adjustment in respect of interest on any Note converted or dividends on any shares issued upon conversion of such Note will be made upon any conversion except as set forth in the next sentence. If such Note (or portion thereof hereof) is surrendered for conversion during the period from the close of business on the any record date for any the payment of interest payment through to the close of business on the last Trading Business Day immediately preceding such the following interest payment date shall and is not to be redeemed in connection with a Fundamental Change on a Repurchase Date that occurs during such period, such Note (or portion hereof being converted) must be accompanied by paymentan amount, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, otherwise interest payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to no such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note required if there shall exist at the close time of business on such record date. Except as provided above conversion a default in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to on the next succeeding Notes. If any Note (or portion thereof) is submitted for conversion on an interest payment date or on the final maturity date, the interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note record as of the close of business on the applicable immediately preceding record date. Upon the Company’s determination that conversion of an interest in a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12Global Note, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on Trustee (or other conversion agent appointed by the Company’s website ), or otherwise publicly disclose the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such informationGlobal Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any conversion agent other than the Trustee.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note Holder shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.042.03, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0211.02(e) hereof, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) ), duly signed and completed, to the office or agency stating that the holder of Convertible Notes Holder elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. 11.07. (b) Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes Holder or his or her duly authorized attorney. The holder of such Convertible Notes Holder will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. . (c) As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.042.03, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII11 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 11.03 (which payment, if any, shall be paid no later than five business days after satisfaction of the requirements for conversion set forth above). Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note Holder so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. . (d) Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 11.02 have been satisfied as to such Convertible Note (or portion thereof) (the “Conversion Date”), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute result in the person in whose name the certificates are to be issued as becoming the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. . (e) Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the record date for any interest payment through the close opening of business on the last Trading Day immediately preceding such interest payment date Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interestinterest and Liquidated Damages, if any, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if: (i) there exists at the amount time of any existing payment conversion a default in respect the payment of principal of or interest or Liquidated Damages, if applicable, on the Notes (including any principal of or interest payable in connection with a repurchase pursuant to Section 4.08 or Section 4.09 and a redemption pursuant to Section 4.01); or (ii) the Company shall have specified a Redemption Date that is after the Regular Record Date and prior to such Convertible NotesInterest Payment Date. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder of such Convertible Note Holder at the close of business on the Regular Record Date; provided, however, that if the Company defaults in the payment of interest or Liquidated Damages, if applicable, on such record date. Interest Payment Date, such amount shall be paid to the person who made such required payment. (f) Except as provided above in this Section 12.0211.02, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII11. If any Convertible Note is converted after a record date for Delivery by the payment of interest and prior Company to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to Holder of the holder Note converted of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, number of shares of Common Stock pursuant to this Article 12into which the Note is convertible, at the Conversion Price in effect at such time, shall satisfy the obligations of the Company will promptly after making to pay the principal amount of such determination issue a press release Note being converted and use its reasonable efforts to post the accrued but unpaid interest on such information on converted Note through the Company’s website or otherwise publicly disclose such informationConversion Date.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in definitive form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, issued and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Note in global form, the same name as beneficial holder must complete the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth above and the date all calculations necessary to make in such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paidprogram. 1. In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.3, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.2 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is shall have been surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date through the close of business on the last Trading Day immediately next preceding such interest payment date shall (unless such Note or portion thereof being converted shall have been called for redemption on a date in such period) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if there shall exist at the amount time of any existing payment conversion a default in respect the payment of such Convertible interest on the Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 12.0215.2, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateArticle. Upon the Company’s determination that conversion of an interest in a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12Note in global form, the Company will promptly after making Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such determination issue a press release and use its reasonable efforts Note in global form as to post such information on the Company’s website or otherwise publicly disclose such informationreduction in the principal amount represented thereby.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in definitive form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate fifth paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in the Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver by book-entry delivery an interest in the Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by the fifth paragraph of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of this Section 15.2 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes, if required pursuant to Section 15.7. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madeabove, but in no event later than five Trading three Business Days after the later conversion date, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such datestransfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, as provided in Section 15.3 (which payment, if any, payable by shall be paid no later than five Business Days after satisfaction of the holder have been paidrequirements for conversion set forth above). In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.3, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.2 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute of the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Company Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date through the close of business on the last Trading Business Day immediately preceding such interest payment date shall (unless such Note or portion thereof being converted shall have been called for redemption pursuant to a redemption notice mailed to the Noteholders in accordance with Section 3.2) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if there shall exist at the amount time of any existing payment conversion a default in respect the payment of such Convertible interest on the Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.0215.2, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateArticle. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares conversion of Common Stock pursuant to this Article 12an interest in the Global Note, the Company will promptly after making such determination issue Trustee, or the Custodian at the direction of the Trustee, shall make a press release and use its reasonable efforts to post such information notation on the Company’s website or otherwise publicly disclose such informationGlobal Note as to the reduction in the principal amount represented thereby.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Subordinated Note, the holder of such Convertible Subordinated Note shall surrender such Convertible Subordinated Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Subordinated Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Subordinated Notes elects to convert such Convertible Subordinated Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Subordinated Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Subordinated Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Subordinated Notes or his or her duly authorized attorney. The holder of such Convertible Subordinated Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Subordinated Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Subordinated Note or portion thereof in accordance with the provisions of this Article XIIXII and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 12.03 (which payment, if any, shall be paid no later than five Business Days after satisfaction of the requirements for conversion set forth above). Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Subordinated Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Subordinated Note so surrendered, without charge to him or her, a new Convertible Subordinated Note or Convertible Subordinated Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Subordinated Note. Each conversion shall be deemed to have been effected as to any such Convertible Subordinated Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Subordinated Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Subordinated Note is surrendered. Any Convertible Subordinated Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Subordinated Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Subordinated Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Convertible Subordinated Note converted or for dividends on any shares issued upon the conversion of such Convertible Subordinated Note as provided in this Article XII. If any Convertible Subordinated Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Subordinated Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Global Note, the same name as beneficial holder must complete, or cause to be completed, the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash pursuant to the holders (including in respect of any fractional Depository's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04Global Note, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.furnish

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteDebenture in certificated form, the holder Holder of any such Convertible Note Debenture to be converted in whole or in part shall surrender such Convertible NoteDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04the terms hereof, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.027.02, and shall give written notice of conversion in the form provided on the Convertible Notes Debentures (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes Holder elects to convert such Convertible Note Debenture or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.077.07. In addition, a holder of Trust PIERS may exercise its right under the Trust Agreement to exchange such Trust PIERS for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent irrevocable written notice setting forth the information called for by the preceding two sentences and directing the Conversion Agent (i) to exchange such Trust PIERS for a Like Amount of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Trust PIERS), and (ii) to immediately convert such Debentures, on behalf of such Holder, into Common Stock pursuant to this Article VII and, if such Trust PIERS are in certificate form, surrendering such Trust PIERS, duly endorsed or assigned to the Company or in blank. So long as any Trust PIERS are outstanding, the Trust shall not convert any Debentures except pursuant to a written notice delivered to the Conversion Agent by a holder of Trust PIERS. Each such Convertible Note Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes Holder or his or her duly authorized attorney. The holder of In order to exercise the conversion privilege with respect to any interest in a Debenture in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program, deliver by book-entry delivery an interest in such Convertible Notes will not be Debenture in global form, furnish appropriate endorsements and transfer documents if required to by the Company or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 7.02 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes if required pursuant to Section 7.05. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Holder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesDebenture or Debentures (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.042.07 of the Base Indenture, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note Debenture or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, if any, payable by the holder have been paidas provided in Section 7.03. In case any Convertible Note Debenture of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.02the provisions hereof, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder Holder of the Convertible Note Debenture so surrendered, without charge to him or herhim, a new Convertible Note Debenture or Convertible Notes Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible NoteDebenture. Each conversion shall be deemed to have been effected as to any such Convertible Note Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 7.02 have been satisfied as to such Convertible Note Holder of a Debenture (or portion thereof), or as to such holder of a Trust PIERS effecting a conversion thereof pursuant to its rights under the Trust Agreement, as the case may be, and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is Debenture shall be surrendered. Any Convertible Note Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through Interest Payment Date to the close of business on the last Trading Business Day immediately next preceding the following Interest Payment Date shall (unless such interest payment Debenture or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date shall to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, including contingent interest, if any, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted; provided, that if notice of redemption of Debentures is mailed or otherwise given to Holders, then, if any Holder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest, including contingent interest, if any, on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest, including contingent interest, if any, on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest and contingent interest shall, in either such case, be paid to such converting Debentures unless the date of conversion of such Convertible Notes have been surrendered for conversion following Debentures is on or prior to the Interest Payment Date upon which such Extension Period ends and after the regular record date immediately preceding the Maturity for such Interest Payment Date; provided, howeverin which case interest, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment including contingent interest, if any, shall be paid by the Company on such interest payment date to the holder of such Convertible Note person who was the Holder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Debenture which is converted, interest or contingent interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest or contingent interest on the Debentures being converted which shall be deemed to be paid in full. Except as provided above in this Section 12.027.02, no payment or other adjustment shall be made for interest or contingent interest accrued on any Convertible Note Debenture converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateDebenture. Upon the Company’s determination that conversion of an interest in a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12Debenture in global form, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on Trustee (or other conversion agent appointed by the Company’s website ), or otherwise publicly disclose the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such informationDebenture in global form as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Debentures effected through any conversion agent other than the Trustee.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in certificated form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.02, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in a Note in global form, the beneficial holder of must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Convertible Notes will not be Note in global form, furnish appropriate endorsements and transfer documents if required to by the Company or the Trustee or conversion agent, and pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversionfunds, but will be if any, required to pay any tax or duty which may be payable in respect of by this Section 15.02 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes, if required pursuant to Section 15.07. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the date all calculations necessary to make Noteholder (as if such payment and delivery have been made, but in no event later than five Trading Days after transfer were a transfer of the later of such datesNote or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof as determined by the Company in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued 15 and a check or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default cash in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such any fractional interest payment date to the holder in respect of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.share of

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, (a) In order to exercise the conversion privilege with respect to any Convertible NoteCertificated Debenture, the holder of any such Convertible Note Debenture to be converted in whole or in part shall surrender such Convertible NoteDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.046.02, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0216.02(e), and shall give written irrevocable notice of conversion in the form entitled "Conversion Notice" provided on the Convertible Notes Debentures (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note Debenture or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0716.06. Each such Convertible Note Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The . (b) In addition, a holder of such Convertible Notes will not be required to pay any tax or duty which Preferred Securities may be payable in respect of exercise its right under the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled Trust Agreement to convert its Convertible Notes such Preferred Securities into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.77

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate fourth paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0712.08. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five (5) Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect lieu of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date Regular Record Date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest and Additional Interest, if any, accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.this

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible NoteDebenture, the holder Holder of such Convertible Note Debenture shall surrender such Convertible NoteDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate fourth paragraph of this Section 12.02, and shall give a duly signed written notice of conversion conversion, in the form provided on the Convertible Notes Debentures or available from the Conversion Agent (or such other notice which is acceptable to the Company) to the office or agency agency, that the holder of Convertible Notes Holder elects to convert such Convertible Note Debenture or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes Holder or his or her duly authorized attorney. The date on which the requirements set forth in this paragraph have been satisfied with respect to a Debenture (or portion thereof) will be the “Conversion Date” and a converting Holder will become the record holder of any shares of Common Stock upon such conversion as of such Conversion Date. To exercise, in whole or in part, the conversion privilege with respect to a beneficial interest in a Global Security, a holder of such Convertible Notes will not be required to a beneficial interest must comply with the Depositary’s procedures for converting a beneficial interest in a Global Security and pay any tax funds required by the fourth paragraph of this Section 12.02 or duty which may be payable in respect of by Section 12.07. On the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in third Business Day following the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesrelevant Conversion Date, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for for, or effect a book-entry transfer through the Depositary with respect to, the number of full shares of Common Stock issuable upon the conversion of such Convertible Note Debenture or portion thereof in accordance with the provisions of this Article XIIXII and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 12.03. Notwithstanding the preceding sentence, if any calculation required in order to determine the number of shares of Common Stock the Company must deliver in respect of a given conversion of Debentures is based on data or other information that will not be available to the Company on the date the requirements set forth in the first paragraph of this Section 12.02 have been satisfied, the Company will delay settlement of that conversion until no later than the third Business Day after the relevant data or information becomes available. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid or the Holder shall have established to the reasonable satisfaction of the Company that such taxes and duties have been paid. In case any Convertible Note Debenture of a denomination of an integral multiple greater than $100 2,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder Holder of the Convertible Note Debenture so surrendered, without charge to him or her, a new Convertible Note Debenture or Convertible Notes Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible NoteDebenture. Each conversion shall be deemed to have been effected as with respect to any such Convertible Note a Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof)Conversion Date, and the person Person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any Holder who has satisfied the requirements for conversion set forth above but does not receive certificates representing shares of Common Stock (or such shares in electronic book-entry form, as applicable) within five days after satisfying such requirements (or five days after such longer period of time as the Company may be allowed to deliver the shares pursuant to the terms of the preceding paragraph) may notify the Conversion Agent in writing of such failed conversion and such Holder will be reinstated as a Holder for all purposes under this Indenture until such shares are delivered. Any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Convertible Note Debenture is surrendered. If any Debenture or a portion thereof is surrendered for conversion after 5:00 p.m. New York City time on a Record Date, Holders of such Debentures at 5:00 p.m. New York City time on such Record Date will receive the interest and Additional Interest, if any, payable on such Debentures on the corresponding Interest Payment Date notwithstanding the conversion. Any Convertible Note Debenture or portion thereof surrendered for conversion during the period from the close of business 5:00 p.m. New York City time on the record date for any interest payment Record Date through the close of business 9:00 a.m. New York City time on the last Trading Day immediately preceding such interest payment date following Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interestinterest and Additional Interest, if any, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made (1) for conversions following the amount Record Date immediately preceding the Maturity Date, (2) if the Company has specified a Redemption Date that is after a Record Date and on or prior to the corresponding Interest Payment Date, (3) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the corresponding Interest Payment Date or (4) to the extent of any existing payment default in overdue interest, if any overdue interest exists at the time of conversion with respect of to such Convertible NotesDebenture. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder of such Convertible Note Holder at the close of business on such record dateRecord Date; provided, however, that if the Company defaults in the payment of interest, if applicable, on such Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided above in this Section 12.02, no payment of interest shall be made and no adjustment shall be made for interest accrued accrued, if any, on any Convertible Note Debenture converted or for dividends on any shares issued upon the conversion of such Convertible Note Debenture as provided in this Article XII. If With respect to any Convertible Note is converted after Debentures bearing a record Restricted Securities Legend on the date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock distributed upon conversion will be issued in physical certificated form, will not be held in book-entry form through the facilities of the Depositary and shall be treated as “restricted securities,” and the Company will affix the applicable Restricted Stock Legend that is set forth in Exhibit C hereto upon such shares of Common Stock; provided that if any such Common Stock is being immediately resold pursuant to this Article 12Rule 144, such shares need not be issued with such legend in connection with such sale. By delivering the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, the Company will promptly after making such determination issue a press release be deemed to have satisfied its obligation to pay the principal amount of the Debentures so converted and use its reasonable efforts obligation to post such information on pay accrued and unpaid interest, if any, attributable to the Company’s website period from the most recent Interest Payment Date to, but not including the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or otherwise publicly disclose such informationforfeited).

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteDebenture in certificated form, the holder of any such Convertible Note Debenture to be converted in whole or in part shall surrender such Convertible NoteDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes Debentures (or such other notice which is acceptable to the Company) to the Company at such office or agency that the holder of Convertible Notes elects to convert such Convertible Note Debenture or such the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her its duly authorized attorney. The holder of such Convertible Notes will not be required In order to pay exercise the conversion privilege with respect to any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock interest in a name other than Debenture in global form, the same name as beneficial holder must complete the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements appropriate instruction form for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such dates, the Company shall (i) pay the cash pursuant to the holders (including in respect of any fractional Depositary's book-entry conversion program, deliver by book-entry delivery an interest in respect of a share of Common Stock arising upon such conversion) Debenture in global form, furnish appropriate endorsements and (ii) issue and shall deliver to such holder at the office or agency maintained transfer documents if required by the Company for such purpose pursuant to Section 4.04or the Trustee or conversion agent, a certificate or certificates for and pay the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and dutiesfunds, if any, payable required by the holder have been paid. In case this Section 15.2 and any Convertible Note of a denomination of an integral multiple greater than $100 is surrendered for partial conversion, and subject transfer taxes if required pursuant to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such information15.7.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder Holder of such Convertible Note shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.0410.02, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 12.0215.02, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the such office or agency that the holder Holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.07. If the Notes are not in certificated form, the Holders may exercise their right of conversion by complying with the applicable Depositary procedures. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder Holder of Convertible Notes or his or her duly authorized attorney. The holder Holder of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay issue the cash to the holders number of full shares of Common Stock (including any full shares as a result of rounding fractional shares up to a full number of shares pursuant to Section 15.03) issuable upon the conversion of such Note or portion thereof in accordance with the provisions of this Article Fifteen and a check or cash (which payment, if any, shall be paid no later than three Business Days after satisfaction of the requirements for conversion set forth above) in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose Stock, pursuant to Section 4.04, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII15.03. Certificates representing shares Shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.023.03, the Company shall execute, and the Trustee shall authenticate and deliver to the holder Holder of the Convertible Note so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date (the "Conversion Date") on which the requirements set forth above in this Section 12.02 15.02 have been satisfied as to such Convertible Note (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s 's stock transfer books are closed shall constitute the person Person in whose name the certificates shares are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date Regular Record Date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date Interest Payment Date shall (unless the Company has specified a Designated Event Purchase Date or an Automatic Conversion Date during such period) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder Holder of such Convertible Note at the close of business on such record dateRegular Record Date. Except as provided above in this Section 12.0215.02 or in Section 15.12, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such informationFifteen.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) To exercise, in whole or in part, the conversion privilege with respect to any Convertible Note, the holder of such Convertible Note Holder shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.042.03, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0211.02(e) hereof, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) ), duly signed and completed, to the office or agency stating that the holder of Convertible Notes Holder elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.07. 11.07. (b) Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes Holder or his or her duly authorized attorney. The holder of such Convertible Notes Holder will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. . (c) As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.042.03, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII11 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 11.03 (which payment, if any, shall be paid no later than five business days after satisfaction of the requirements for conversion set forth above). Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid. In case any Convertible Note of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Convertible Note Holder so surrendered, without charge to him or her, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. . (d) Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 11.02 have been satisfied as to such Convertible Note (or portion thereof) (the “Conversion Date”), and the person in whose name any certificate or certificates for shares of Common Stock are issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute result in the person in whose name the certificates are to be issued as becoming the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Convertible Note is surrendered. . (e) Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the record date for any interest payment through the close opening of business on the last Trading Day immediately preceding such interest payment date Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interestinterest and Liquidated Damages, if any, otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if: (i) there exists at the amount time of any existing payment conversion a default in respect the payment of principal of or interest or Liquidated Damages, if applicable, on the Notes (including any principal of or interest payable in connection with a repurchase pursuant to Section 4.08 or Section 4.09 and a redemption pursuant to Section 4.01); or (ii) the Company shall have specified a Redemption Date that is after the Regular Record Date and prior to such Convertible NotesInterest Payment Date. An amount equal to such payment shall be paid by the Company on such interest payment date Interest Payment Date to the holder of such Convertible Note Holder at the close of business on the Regular Record Date; provided, however, that if the Company defaults in the payment of interest or Liquidated Damages, if applicable, on such record date. Interest Payment Date, such amount shall be paid to the person who made such required payment. (f) Except as provided above in this Section 12.0211.02, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII11. If any Convertible Note is converted after a record date for Delivery by the payment of interest and prior Company to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to Holder of the holder Note converted of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, number of shares of Common Stock pursuant to this Article 12into which the Note is convertible, at the Conversion Rate in effect at such time, shall satisfy the obligations of the Company will promptly after making to pay the principal amount of such determination issue a press release Note being converted and use its reasonable efforts to post the accrued but unpaid interest on such information on converted Note through the Company’s website or otherwise publicly disclose such informationConversion Date.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or in part, In order to exercise the conversion privilege with respect to any Convertible NoteNote in definitive form, the holder of any such Convertible Note to be converted in whole or in part shall surrender such Convertible Note, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.045.2, accompanied by the funds, if any, required by the penultimate fifth paragraph of this Section 12.0215.2, and shall give written notice of conversion in the form provided on the Convertible Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder of Convertible Notes elects to convert such Convertible Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which are shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0715.7. Each such Convertible Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Convertible Notes or his or her duly authorized attorney. The In order to exercise the conversion privilege with respect to any interest in the Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver by book-entry delivery an interest in the Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by the fifth paragraph of such Convertible Notes will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of this Section 15.2 and any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Notetaxes, if required pursuant to Section 15.7. As promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been madeabove, but in no event later than five Trading three Business Days after the later conversion date, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such datestransfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.045.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Convertible Note or portion thereof in accordance with the provisions of this Article XII. Certificates representing shares and a check or cash in respect of any fractional interest in respect of a share of Common Stock will not be issued or delivered unless all taxes and dutiesarising upon such conversion, as provided in Section 15.3 (which payment, if any, payable by shall be paid no later than five Business Days after satisfaction of the holder have been paidrequirements for conversion set forth above). In case any Convertible Note of a denomination of an integral multiple greater than $100 is 1,000 shall be surrendered for partial conversion, and subject to Section 2.022.3, the Company shall execute, execute and the Trustee shall authenticate and deliver to the holder of the Convertible Note so surrendered, without charge to him or herhim, a new Convertible Note or Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each conversion shall be deemed to have been effected as to any such Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 15.2 have been satisfied as to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Stock are shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is shall be surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date through the close of business on the last Trading Business Day immediately preceding such interest payment date shall (unless such Note or portion thereof being converted shall have been called for redemption pursuant to a redemption notice mailed to the Noteholders in accordance with Section 3.2) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, interest otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that no such payment may need be reduced by made if there shall exist at the amount time of any existing payment conversion a default in respect the payment of such Convertible interest on the Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.0215.2, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record dateArticle. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares conversion of Common Stock pursuant to this Article 12an interest in the Global Note, the Company will promptly after making such determination issue Trustee, or the Custodian at the direction of the Trustee, shall make a press release and use its reasonable efforts to post such information notation on the Company’s website or otherwise publicly disclose such informationGlobal Note as to the reduction in the principal amount represented thereby.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) To exercise, in whole or in part, the conversion privilege with respect to any Convertible NoteSecurity, the holder Holder of such Convertible Note Security shall surrender such Convertible NoteSecurity, duly endorsed, at an office or agency maintained by the Company pursuant to Section 4.044.05, accompanied by the funds, if any, required by the penultimate paragraph of this Section 12.0210.02(e), and shall give written notice of conversion in the form provided on the Convertible Notes Securities (or such other notice which is acceptable to the Company) to the office or agency that the holder Holder of Convertible Notes Securities elects to convert such Convertible Note Security or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which are issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 12.0710.07. Each such Convertible Note Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Convertible NoteSecurity, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder Holder of Convertible Notes Securities or his or her duly authorized attorney. The holder Holder of such Convertible Notes Securities will not be required to pay any tax or duty which may be payable in respect of the issue or delivery of Common Stock on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than the same name as the registration of such Convertible Note. As Security. (b) Subject to Section 10.02(c), as promptly as practicable after the later of the satisfaction of the requirements for conversion set forth above and the date all calculations necessary to make such payment and delivery have been made, but in no event later than five Trading Days after the later of such datesabove, the Company shall (i) pay the cash to the holders (including in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion) and (ii) issue and shall deliver to such holder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.044.05, a certificate or certificates for the number of full shares of Common Stock (including any full shares as a result of rounding fractional shares up to a full number of shares pursuant to Section 10.03) issuable upon the conversion of such Convertible Note Security or portion thereof in accordance with the provisions of this Article XII10 and a check or cash (which payment, if any, shall be paid no later than five Business Days after satisfaction of the requirements for conversion set forth above) in respect of any fractional interest in respect of a share of Common Stock, pursuant to Section 10.03. Certificates representing shares of Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder Holder have been paid. In case any Convertible Note Security of a denomination of an integral multiple greater than $100 1,000 is surrendered for partial conversion, and subject to Section 2.02, the Company shall execute, and the Trustee shall authenticate and deliver to the holder Holder of the Convertible Note Security so surrendered, without charge to him or her, a new Convertible Note Security or Convertible Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Note. Each Security. (c) In lieu of delivery shares of the Common Stock upon conversion shall be deemed of any Securities, for all or any portion of the Securities surrendered for conversion, the Company, subject to have been effected as compliance with this Section 10.02, may elect to any such Convertible Note pay Holders surrendering Securities for conversion an amount in cash per Security (or a portion of a Security) equal to the average of the Applicable Stock Price over the fifteen Trading Day period starting on and including the third Trading Day following the Conversion Date multiplied by the Conversion Rate in effect on the Conversion Date (or portion thereof) on of the date on which Conversion Rate applicable to a portion of a Security if a combination of Common Stock and cash is to be delivered). If the requirements set forth above in this Section 12.02 have been satisfied as Company elects to such Convertible Note (or portion thereof), and the person in whose name any certificate or certificates for deliver other than solely shares of Common Stock are issuable (other than cash in lieu of fractional shares) upon such conversion conversion, the Company shall be deemed to have become on said date inform each converting Holder through the holder Trustee no later than two Business Days following the Conversion Date of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company’s stock transfer books are closed shall constitute election to deliver shares of the person Common Stock, to pay cash in whose name lieu of delivery of the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Note is surrendered. Any Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment through the close of business on the last Trading Day immediately preceding such interest payment date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest, otherwise payable on such interest payment date on the principal amount being converted, unless such Convertible Notes have been surrendered for conversion following the regular record date immediately preceding the Maturity Date; provided, however, that such payment may be reduced by the amount of any existing payment default in respect of such Convertible Notes. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Convertible Note at the close of business on such record date. Except as provided above in this Section 12.02, no adjustment shall be made for interest accrued on any Convertible Note converted or for dividends on any shares issued upon the conversion of such Convertible Note as provided in this Article XII. If any Convertible Note is converted after a record date for the payment of interest and prior to the next succeeding interest payment date, interest payable on such interest payment date shall be payable notwithstanding such conversion, and such interest shall be paid to the holder of such Convertible Note on the applicable record date. Upon the Company’s determination that a holder is or will be entitled to convert its Convertible Notes into cash and, if applicable, shares of Common Stock or to deliver a combination of Common Stock and cash. Such notice shall specify the percentage of the conversion value per $1,000 principal amount of the Securities to be converted to be paid in cash and Common Stock, if any. If the Company elects to deliver solely shares of the Common Stock, these will be delivered through the Conversion Agent no later than the third Business Day following the Conversion Date. If the Company elects to deliver a combination of shares of Common Stock and cash or to pay all of such payment in cash, such delivery and payment will be made to Holders surrendering Securities for conversion no later than the twenty-first Business Day following the Conversion Date. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be payable any Holder upon conversion once the Company has given the notice to such Holder pursuant to this Article 12, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company’s website or otherwise publicly disclose such informationSection 10.02(c) .