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. In order to exercise the conversion privilege, the Holder of any Security to be converted in whole or in part shall surrender such Security, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.3, accompanied by the funds, if any, required by the last paragraph of this Section 10.2, and shall give written notice of conversion in the form provided on the Securities (or such other notice that is acceptable to the Company) to the Company at such office or agency that the Holder elects to convert such Security or the portion thereof specified in such notice, stating the name or names (with address) in which the certificate or certificates for shares of Common Stock, if any, that shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash and Common Stock exists, then within five business days after receipt of such Holdxx'x xotice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes required pursuant to Section 10.7. Each Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under such Security, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, (a) if the conversion is for Common Stock, the Company shall issue and shall deliver at such office or agency to such Holder, or on his written order, (i) a certificate or certificates for the number of full shares issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article, and (ii) 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 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be 59 53 surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock 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 stock transfer books 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 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 Security shall have been surrendered.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Debenture in certificated form, the Holder holder of any Security such Debenture to be converted in whole or in part shall surrender such SecurityDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.35.02, accompanied by the funds, if any, required by the last penultimate paragraph of this Section 10.215.02, and shall give written notice of conversion in the form provided on the Securities Debentures (or facsimile thereof) (or such other notice that which is acceptable to the Company) to the Company at such office or agency that the Holder holder elects to convert such Security Debenture or the portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Holdxx'x xotice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.715.07. Each Security such Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under such SecurityDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, (a) if In order to exercise the conversion is for Common Stockprivilege with respect to any interest in a Debenture in global form, the Company shall issue and shall deliver at such office or agency to such Holderbeneficial holder must complete, or on his written ordercause to be completed, (i) a certificate the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program, deliver, or certificates for cause to be delivered, by book-entry delivery an interest in such Debenture in global form, furnish appropriate endorsements and transfer documents if required by the number of full shares issuable upon Company or the Trustee or conversion of such Security or portion thereof in accordance with the provisions of this Articleagent, and (ii) 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 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be 59 53 surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) 15.02 and such notice shall have been received by the Company, as aforesaid, andany transfer taxes, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed required pursuant 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 stock transfer books 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 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 Security shall have been surrenderedSection 15.07.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Note in certificated form, the Holder holder of any Security such Note to be converted in whole or in part shall surrender such SecurityNote, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.35.2, accompanied by the funds, if any, required by the last penultimate paragraph of this Section 10.215.2, and shall give written notice of conversion in the form provided on the Securities Notes (or such other notice that which is acceptable to the Company) to the Company at such office or agency that the Holder holder elects to convert such Security Note or the portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Holdxx'x xotice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.715.7. Each Security such Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such SecurityNote, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, (a) if In order to exercise the conversion is for Common Stockprivilege with respect to any interest in a Global Note, the Company shall issue and shall deliver at such office or agency to such Holderbeneficial holder must complete, or on his written ordercause to be completed, (i) a certificate the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program, deliver, or certificates for cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the number of full shares issuable upon Company or the Trustee or conversion of such Security or portion thereof in accordance with the provisions of this Articleagent, and (ii) 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 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be 59 53 surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) 15.2 and such notice shall have been received by the Company, as aforesaid, and, any transfer taxes if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed required pursuant 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 stock transfer books 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 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 Security shall have been surrenderedSection 15.7.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Certificated Securities, the Holder of any Security to be converted in whole or in part shall surrender Conversion Agent must receive such SecuritySecurities with the Conversion Notice, duly endorsedcompleted and manually signed, at an office or agency maintained by the Company pursuant to Section 2.3together with such Securities duly endorsed for transfer, accompanied by the funds, if any, required by the last paragraph of this Section 10.2, and 10.03. Such notice shall give written notice of conversion in the form provided on the Securities (or such other notice that is acceptable to the Company) to the Company at such office or agency that the Holder elects to convert such Security or the portion thereof specified in such notice, stating also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that which shall be issuable on such conversion shall be issued. So long as issued and to whom the Company's option to convert Securities into cash payable on such conversion shall be delivered, and shall be accompanied by transfer or a combination of cash and Common Stock existssimilar taxes, then within five business days after receipt of such Holdxx'x xotice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.710.06. Each Security surrendered In order to exercise the conversion privilege with respect to any interest in a Global Security, 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 Security, 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 10.03 and any transfer taxes if required pursuant to Section 10.06. 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 a name as the registration under such Security, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt other than that of the Company's notice Securityholder (as if such transfer were a transfer of its election regarding conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, or Securities (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver to such Securityholder at such the office or agency maintained by the Company for such purpose pursuant to such HolderSection 4.05, or on his written order, (i) cash and a certificate or certificates for the number of full shares issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article, and (ii) 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 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be 59 53 surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock 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 stock transfer books 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 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 Security shall have been surrendered.full

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise (a) To exercise, in whole or in part, the conversion privilegeprivilege with respect to any Security, the Holder of any such Security to be converted in whole or in part shall surrender such Security, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.34.05, accompanied by the funds, if any, required by the last paragraph of this Section 10.210.02(e), and shall give written notice of conversion in the form provided on the Securities (or such other notice that which is acceptable to the Company) to the Company at such office or agency that the Holder of Securities elects to convert such Security or the such portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that shall be Stock which are issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Holdxx'x xotice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.710.07. Each such Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such Security, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder of Securities or his or her duly authorized attorney. The Holder of such Securities will not be required to pay any tax or duty which may not withdraw its conversion notice after receipt be payable in respect of the Company's notice issue or delivery of its election regarding Common Stock on conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, (a) if the conversion is for Common Stock, the Company shall issue and shall deliver at such office but will be required to pay any tax or agency to such Holder, or on his written order, (i) a certificate or certificates for the number of full shares issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article, and (ii) a check or cash duty which may be payable in respect of any fractional interest transfer involved in respect of a share the issue or delivery of Common Stock arising upon such conversion as provided in Section 10.3, or (b) if a name other than the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be 59 53 surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose same name any certificate or certificates for shares of Common Stock 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 stock transfer books 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 day on which registration of such stock transfer books are open, but such conversion shall be at the conversion price in effect on the date upon which such Security shall have been surrenderedSecurity.