Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i) the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note (the “Conversion Notice”); (2) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) hereof, pay funds equal to the interest payable on the next interest payment date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. (b) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and issuable upon the conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of fractional shares, if any, as provided in Section 4.04 (such cash payment and delivery of shares, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Days. (c) In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit F hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below)Transfer, if applicable) to the Conversion Agent and the Company; and (3iii) if required, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 4.13(b) hereof and, if required pursuant to Section 4.03(b8.03(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a8.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 48. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during the Record Date Period shall be accompanied by payment in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment need be made in the case of any Note or portion thereof that is subject to repurchase following a Fundamental Change on a Fundamental Change Repurchase Date occurring during the Record Date Period (or if such interest payment date is not a Business Day, the second Business Day after the interest payment date) and, as a result, the right to convert such Note would otherwise terminate in such Record Date Period if not exercised. The interest so payable on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on such Interest Payment Date. Interest payable on any Interest Payment Date in respect of any Note surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Note as of the Regular Record Date immediately preceding such Interest Payment Date, notwithstanding the exercise of the right of conversion. Except as provided in this Section 8.03(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the cash payment and the number of shares of Common Stock, if any (and cash in lieu of fractions thereof in accordance with Section 8.04 hereof), into which a Note is convertible will be deemed to satisfy all of the Company’s obligations to pay the principal of, and interest or premium, if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. There will be no adjustment to the Conversion Rate or the Conversion Price to account for accrued interest. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the cash payment and shares of Common Stock Stock, if any, payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock Stock, if applicable, at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, if any, payable and issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock Stock, if any, payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 8.04 (such cash payment and delivery of shares, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and promptly (but in any no event within more than three Business Days) following the termination of the Applicable Conversion Reference Period. (cd) In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (de) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of and substance set forth in Exhibit D G hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f2.06(g) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i) right with respect to any Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in The City of New York pursuant to Section 10.2 of the Base Indenture or, at the option of the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice such Debenture, the Corporate Trust Office, such Debenture with the original or facsimile of conversion substantially in the form set forth entitled “Conversion Notice” on the reverse of thereof, duly completed and manually signed, together with such Debenture duly endorsed for transfer, accompanied by the Note (the “Conversion Notice”); (2) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below)funds, if applicableany, required by this Section 2.14. Such notice shall also state the name or names (with address or addresses) to in which the Conversion Agent certificate or certificates for any shares of Common Stock which shall be issuable on such conversion shall be issued, and the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to shall be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all accompanied by transfer or similar taxes andtaxes, if required pursuant to Section 4.03(b) hereof2.19. In addition, pay funds equal if the conversion is being made pursuant to the interest payable on exercise of the next interest payment date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4. On and after the Conversion DateFundamental Change Option, the conversion by such Holder or holder, as set forth in the Conversion Notice, notice shall become irrevocableso state. (b) Notes shall In order to exercise the conversion right with respect to any interest in a Global Debenture, the beneficial owner must arrange for its broker, dealer or other DTC participant to complete, or cause to be deemed to have been converted immediately prior completed, the appropriate instruction form for conversion pursuant to the close of business Depositary’s book-entry conversion program; deliver, or cause to be delivered, by book-entry delivery an interest in such Global Debenture; 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 2.14 and any transfer taxes if required pursuant to Section 2.19. (c) The date on which all requirements for conversion set forth herein are satisfied being is herein referred to as the “Conversion Date, and at such time .” (d) If the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled Company is required to receive the issue shares of Common Stock payable and issuable upon conversion will be treated for all purposes settlement in accordance with Section 2.22, as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, promptly as practicable the Company shall satisfy its obligations with respect issue and shall deliver to such conversion Holder at the office or agency maintained by either: the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and issuable upon the conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of full shares of Common Stock payable and (if any) issuable upon the conversion of such conversion Debenture or portion thereof as determined by the Company in accordance with the Applicable Proceduresprovisions of Section 2.22, and (ii) a check or cash in each caserespect of any fractional interest in respect of a share of Common Stock arising upon such conversion, together with payment calculated by the Company as provided in Section 2.17. (e) The Company will deliver the Common Stock, and cash in lieu of fractional shares, if any, as provided promptly as practical after the Conversion Date, but in Section 4.04 no event later than three Business Days thereafter. (such cash payment and delivery of shares, if any, the “Settlement”); provided that f) The Person in whose name any certificate or certificates for shares of Common Stock only will shall be deliverable issuable upon such conversion shall be deemed to have become on the Conversion Date the holder of record f the shares represented thereby. All anti-dilution adjustments to the Conversion Rate and determinations as to entitlement to interest thereon shall be carried out through that date in certificated form if (1) respect of the Debentures converted and upon that date the Holder or holder that is exercising will no longer be a Holder of such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery Debentures, subject to the rights of such Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in receive any event within three Business Daysadjustment pursuant to Section 2.22. (cg) Upon receipt of written confirmation from the Company that the conversion of an interest in a Global Debenture, 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 Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Debentures. (h) In case any Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 3. 3 of the case of any Note which is converted in part onlyBase Indenture, upon such conversion the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the CompanyDebenture so surrendered, without charge to the Holder, a new Note Debenture or Notes of Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereofsurrendered Debenture. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Certificated Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Certificated Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must submit the Conversion Notice and comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Certificated Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.6 hereof and, if required pursuant to Section 4.03(b6.3(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Certificated Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.3(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4VI, provided that if the holder complies with such requirements after 11:00 a.m. (New York City Time) on such date then the Conversion Date shall be the next succeeding Business Day if the requirements are satisfied after 11:00 a.m. (New York City Time). On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock (and any cash in lieu of fractional shares) deliverable upon conversion through the Conversion Agent no later than the third Business Day following the Conversion Date. (b) Each Certificated Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made (1) if the Notes have been called by the Company for redemption and the Redemption Date is after a Record Date and on or prior to the next Interest Payment Date, (2) if we have specified a Purchase Date following a Fundamental Change that is after a Record Date and on or prior to the next Interest Payment Date, (3) with respect to any Note surrendered for conversion following the Record Date for the payment of interest (including Liquidated Damaged and Additional Amounts, if any) immediately preceding the Stated Maturity, or (4) only to the extent of Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. Except as provided in this Section 6.3(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof in accordance with Section 6.4 hereof) into which a Note is convertible will be deemed to satisfy all of the Company’s obligations to pay the principal and accrued and unpaid interest (including Liquidated Damages and Additional Interest), if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than cancelled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders Holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the TrusteeConversion Agent, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 6.4 (such cash payment and delivery of sharesshares and cash payment, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Days. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if required, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.6 hereof and, if required pursuant to Section 4.03(b6.3(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.3(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4IV. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock, if any, and cash deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Conversion Date, except as described in Section 6.5(e). (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made in the case of any Note or portion thereof that (x) has been delivered for repurchase following a Fundamental Change on a Fundamental Change Repurchase Date or (y) which has been called for redemption on a Redemption Date, in each case, occurring during the Record Date Period. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.3(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof in accordance with Section 6.4 hereof) into which a Note is convertible will be deemed to satisfy all of the Company’s obligations to pay the principal of and interest, if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 6.4 (such cash payment and delivery of sharesshares and cash payment, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and promptly (but in any no event within more than three Business Days) following the Conversion Date. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.06 hereof and, if required pursuant to Section 4.03(b6.03(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4VI. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock (and any cash in payment of fractional shares, Make-whole Premium amounts or amounts in lieu of any Additional Shares) deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Conversion Date. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made (i) if the Company has specified a Redemption Date during such Record Date Period or on the corresponding Interest Payment Date; (ii) if the Company has specified a Make-whole Fundamental Change Repurchase Date during such Record Date Period or on the corresponding Interest Payment Date; (iii) with respect to any Notes surrendered for conversion following the Regular Record Date for the payment of interest immediately preceding the Stated Maturity; or (iv) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.03(b), no cash payment or adjustment to the Conversion Rate shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in accordance with Section 5.01, Section 6.04 and Section 6.05(e)) into which a Note is convertible will be deemed to satisfy all of the Company’s obligations with respect to such Note through the Conversion Date. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of fractional sharescash, if any, as provided in Section 4.04 5.01, Section 6.04 and Section 6.05(e) (such cash payment and delivery of sharesshares and cash payment, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Dayscertificates. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and and, upon Company Order, the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.06 hereof and, if required pursuant to Section 4.03(b6.03(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 46. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. Except as set forth in Section 6.08, the Company shall pay or deliver, as the case may be, the consideration due in respect of any conversion no later than the third Business Day following the relevant Conversion Date, if the Company elects Physical Settlement, or, in the case of any other Settlement Method, (i) if the relevant Conversion Date occurs prior to the Final Period Start Date, the Company shall pay or deliver, as the case may be, the consideration due in respect of any conversion no later than the third Business Day following the last Trading Day of the relevant Observation Period, or (ii) if the relevant Conversion Date occurs on or after the Final Period Start Date, the Company shall pay or deliver, as the case may be, for each $1,000 principal amount of Notes being converted, $1,000 in cash no later than the Stated Maturity and the Daily Conversion Values or Daily Settlement Amounts, as applicable, no later than the third Business Day following the last Trading Day of the relevant Observation Period. Notwithstanding anything to the contrary, the Company shall pay or deliver the consideration due in respect of any conversion as set forth herein, regardless of whether the due date therefor occurs after the Stated Maturity. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made (i) if the Company has specified a Fundamental Change Repurchase Date during such Record Date Period or on the corresponding Interest Payment Date; (ii) with respect to any Notes surrendered for conversion following the Regular Record Date for the payment of interest immediately preceding the Stated Maturity; or (iii) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.03(b), no cash payment or adjustment to the Conversion Rate shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s payment and delivery, as the case may be, to the Holder of the cash and/or shares of Common Stock, as the case may be, into which a Note is convertible as set forth in Section 6.02 will be deemed to satisfy all of the Company’s obligations with respect to such Note through the Conversion Date. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date, and at such time the rights of the Holders of such Notes as Holders will ceaseshall cease (except to receive the consideration due in respect of any conversion as set forth herein, and regardless of whether the due date therefor occurs after the Stated Maturity). The Person or Persons entitled to receive the any shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such timeon the relevant Conversion Date (if the Company elects to satisfy the related conversion obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related conversion obligation by Combination Settlement), as the case may be. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with payable and/or certificates representing the number of shares of Common StockStock issuable, payable and issuable as applicable, upon the such conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the such cash payment, together with payable and/or such number of shares of Common Stock payable and issuable issuable, as applicable, upon such conversion in accordance with the Applicable Procedures, Procedures (in each case, together with such delivery of shares and/or payment in lieu of fractional shares, if anycash, as provided in Section 4.04 (such cash payment and delivery of shares, if anyapplicable, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Dayscertificates. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and and, upon Company Order, the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note Debenture to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit F hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note Debenture (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the Company; and (3iii) if required, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note Debenture to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note Debenture to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note Debenture or holder of beneficial interests in a Global Note Debenture will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b13.03(b) hereof, pay funds equal to the interest payable on the next interest payment date. The date on which a Holder of a Definitive Note Debenture or holder of a beneficial interest in a Global Note Debenture completes the requirements of this Section 4.03(a13.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 413. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. (b) Notes Debentures shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes Debentures as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock Stock, payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock Stock, payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 13.04 (such cash payment and delivery of shares, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Days. (c) In the case of any Note Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note Debenture or Notes Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such NoteDebenture. A Note Debenture may be converted in part, but only if the principal amount of such Note Debenture to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted NoteDebenture, or Notes Debentures to be issued upon conversion of a Restricted Note Debenture in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted NoteDebenture, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of and substance set forth in Exhibit D G hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note Debenture and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted NoteDebenture. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes Debentures in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note Debenture unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes Debentures shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes Debentures pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “"Conversion Notice”"); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if required, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must must, to the extent required, deliver irrevocable notice of conversion and otherwise comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.9 hereof and, if required pursuant to Section 4.03(b6.3(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.3(a) shall be deemed to be the date of conversion (the “"Conversion Date”") for purposes of this Article 4VI. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock (and any cash in lieu of fractional shares) deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Conversion Date. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made in the case of any Note or portion thereof that (x) has been delivered for repurchase following a Fundamental Change on a Fundamental Change Repurchase Date or (y) which has been called for redemption on a Redemption Date, in each case, occurring during the Record Date Period. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.3(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof in accordance with Section 6.4 hereof) into which a Note is convertible will be deemed to satisfy all of the Company's obligations to pay the principal of and interest, if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 6.4 (such cash payment and delivery of sharesshares and cash payment, if any, the “"Settlement”"); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Notes being converted are required to bear the Restricted Note Legend, (ii) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2iii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and promptly (but in any no event within more than three Business Days) following the Conversion Date. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate (upon receipt of a Company Order) and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.06 hereof and, if required pursuant to Section 4.03(b6.03(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 46. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. Except as set forth in Section 6.08, the Company shall pay or deliver, as the case may be, the consideration due in respect of any conversion no later than the third Business Day following the relevant Conversion Date, if the Company elects Physical Settlement, or, in the case of any other Settlement Method, (i) if the relevant Conversion Date occurs prior to the Final Period Start Date, the Company shall pay or deliver, as the case may be, the consideration due in respect of any conversion no later than the third Business Day following the last Trading Day of the relevant Observation Period or (ii) if the relevant Conversion Date occurs on or after the Final Period Start Date, the Company shall pay or deliver, as the case may be, for each $1,000 principal amount of Notes being converted, $1,000 in cash no later than the Stated Maturity and the Daily Conversion Values or Daily Settlement Amounts, as applicable, no later than the third Business Day following the last Trading Day of the relevant Observation Period. Notwithstanding anything to the contrary, the Company shall pay or deliver the consideration due in respect of any conversion as set forth herein, regardless of whether the due date therefor occurs after the Stated Maturity. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made (i) if the Company has specified a Fundamental Change Repurchase Date during such Record Date Period or on the corresponding Interest Payment Date; (ii) with respect to any Notes surrendered for conversion following the Regular Record Date for the payment of interest immediately preceding the Stated Maturity; or (iii) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.03(b), no cash payment or adjustment to the Conversion Rate shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s payment and delivery, as the case may be, to the Holder of the cash and/or shares of Common Stock, as the case may be, into which a Note is convertible as set forth in Section 6.02 will be deemed to satisfy all of the Company’s obligations with respect to such Note through the Conversion Date. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date, and at such time the rights of the Holders of such Notes as Holders will ceaseshall cease (except to receive the consideration due in respect of any conversion as set forth herein, and regardless of whether the due date therefor occurs after the Stated Maturity). The Person or Persons entitled to receive the any shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such timeon the relevant Conversion Date (if the Company elects to satisfy the related conversion obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related conversion obligation by Combination Settlement), as the case may be. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with payable and/or certificates representing the number of shares of Common StockStock issuable, payable and issuable as applicable, upon the such conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the such cash payment, together with payable and/or such number of shares of Common Stock payable and issuable issuable, as applicable, upon such conversion in accordance with the Applicable Procedures, Procedures (in each case, together with such delivery of shares and/or payment in lieu of fractional shares, if anycash, as provided in Section 4.04 (such cash payment and delivery of shares, if anyapplicable, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Dayscertificates. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and and, upon Company Order, the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.6 hereof and, if required pursuant to Section 4.03(b6.3(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.3(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4VI. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock (and any cash in lieu of fractional shares) deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Conversion Date. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made in the case of any Note or portion thereof that has been delivered for repurchase following a Fundamental Change on a Fundamental Change Repurchase Date. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.3(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof in accordance with Section 6.4 hereof) into which a Note is convertible will be deemed to satisfy all of the Company’s obligations to pay the principal of and interest, if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 6.4 (such cash payment and delivery of sharesshares and cash payment, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and promptly (but in any no event within more than three Business Days) following the Conversion Date. (cd) In the case of any Note which that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right: (i1) the Holder of any Definitive Note to be converted must must: (1i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note Exhibit B hereto (the “Conversion Notice”); (2ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the CompanyAgent; and (3iii) if requiredrequired by the Company, the Trustee or the Conversion Agent, furnish appropriate endorsements and transfer documents; or (ii2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, and in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes that the Company is not otherwise required to pay pursuant to Section 3.6 hereof and, if required pursuant to Section 4.03(b6.3(b) hereof, pay funds equal to the interest payable on the next interest payment dateInterest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a6.3(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4VI. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. The Company shall deliver shares of Common Stock (and any cash in lieu of fractional shares) deliverable upon conversion to the Conversion Agent no later than the third Business Day following the Conversion Date. (b) Each Definitive Note surrendered (in whole or in part), or beneficial interest in any Global Note surrendered to the Conversion Agent, for conversion during a Record Date Period shall be accompanied by payment by the Holder in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on the applicable Interest Payment Date on the principal amount of such Note (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment by the Holder need be made in the case of any Note or portion thereof that has been delivered for repurchase following a Fundamental Change on a Fundamental Change Repurchase Date. The interest payable by the Company on such Interest Payment Date with respect to any Note (or portion thereof, if applicable) that is surrendered for conversion during a Record Date Period shall be paid to the Holder of such Note as of such Regular Record Date in an amount equal to the interest that would have been payable on such Note if such Note had been converted as of the close of business on the applicable Interest Payment Date. Except as provided in this Section 6.3(b), no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately prior to the Conversion Date, in respect of any Note (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractions thereof in accordance with Section 6.4 hereof) into which a Note is convertible will be deemed to satisfy all of the Company’s obligations to pay the principal of and interest, if any, on the Note. Accordingly, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. (c) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will shall cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will shall be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i1) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and Stock issuable upon the such conversion; or (ii2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 4.04 6.4 (such cash payment and delivery of sharesshares and cash payment, if any, the “Settlement”); provided that shares of Common Stock only will be deliverable in certificated form if (1i) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws. Settlement shall occur promptly, and in any event within three Business Days. (c) In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such Note to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (d) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Beneficial Owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in the form of Exhibit D hereto (the “Certificate of Conversion & Restricted Transfer”), dated the date of surrender of such Restricted Note and signed by such Beneficial Owner, as to compliance with the restrictions on transfer applicable to such Restricted Note. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Notes in the name of any Person other than that of the Holder or Beneficial Owner of the converted Restricted Note unless such Holder or Beneficial Owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Notes pursuant to Section 2.06(f) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.securities