Common use of Fundamental Change Conversion Clause in Contracts

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, shall have the right to: (i) convert their Series A-1 Preferred Stock, in whole or in part (but in no event less than one Series A-1 Preferred Stock) (any such conversion pursuant to this Section 7 being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including the Effective Date of such Fundamental Change to, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date that is 30 calendar days after the Effective Date (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) (1) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Series A-1 Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted shares, receive a Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common Stock; and (iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common Stock; subject, in the case of clauses (ii) and (iii), to the Corporation’s right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in Section 7(d). Such delivery shall take place on the third Business Day following the applicable Fundamental Change Conversion Date. Notwithstanding clauses (ii) and (iii), if such Effective Date or the relevant Fundamental Change Conversion Date falls during a Dividend Period for which the Corporation declared a dividend, the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of such dividend. (b) To the extent practicable, at least 20 calendar days prior to the anticipated Effective Date of the Fundamental Change, but in any event not later than two Business Days following the Corporation’s becoming aware of the occurrence of a Fundamental Change, a written notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders. Such notice shall contain: (i) the date on which the Fundamental Change is anticipated to be effected; (ii) the Fundamental Change Conversion Period; (iii) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether the Corporation has elected to pay all or any portion of accrued and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property. (c) To effect a Fundamental Change Conversion, the converting Holder must submit its Series A-1 Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Preferred Stock at the Fundamental Change Conversion Rate or to receive the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e). (i) For any shares of Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will at its option: (A) pay the Holder in cash, to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.250% per year, of all dividend payments on the Holder’s Series A-1 Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of shares of Common Stock to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of the Effective Date of the Fundamental Change, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable at the Corporation’s election in either: (A) cash, to the extent the Corporation is legally permitted to do so, (B) an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) a combination of cash and shares of Common Stock. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Corporation elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Corporation delivers in respect thereof and 97% of the Stock Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash. (e) Not later than the second Business Day following the Effective Date, the Corporation shall notify Holders of: (i) the Fundamental Change Conversion Rate; (ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and specifying the combination thereof, if applicable; and (iii) the Accumulated Dividend Amount as of the Effective Date and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and if applicable, specifying the combination thereof, if applicable.

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, shall have the right to: (i) convert their Series A-1 Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one Series A-1 Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 7 being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including the Effective Date of such Fundamental Change to, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date selected by the Corporation that is not less than 30 calendar nor more than 60 days after the Effective Date (the “Fundamental Change Conversion Date”) (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) (1) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Series A-1 Mandatory Convertible Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted sharesshares of Mandatory Convertible Preferred Stock, receive a Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common StockStock (or, if applicable, Units of Exchange Property); and (iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common StockStock (or, if applicable, Units of Exchange Property); subject, in the case of clauses (ii) and (iii), to limitations with respect to the Corporation’s right to deliver number of shares of Common Stock in lieu of all or part of such amounts that the Corporation shall be required to deliver as set forth described in Section 7(d). Such delivery ; provided, however, that the Corporation shall take place on the third Business Day following the applicable Fundamental Change Conversion Datepay any excess amount in cash. Notwithstanding clauses (ii) and (iii), if such Effective Date or the relevant Fundamental Change Conversion Date falls during a Dividend Period for which the Corporation declared a dividenddividend on the Mandatory Convertible Preferred Stock, the Corporation shall pay such dividend on such the relevant Dividend Payment Date to the Record Holders as of such the immediately preceding Regular Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of such dividend. (b) To the extent practicable, at least 20 calendar days prior to the anticipated Effective Date of the Fundamental Change, but in any event not later than two Business Days following the Corporation’s becoming aware of the occurrence of a Fundamental Change, a written notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders. Such notice shall contain: (i) the date on which the Fundamental Change is anticipated to be effected; (ii) the Fundamental Change Conversion Period; (iii) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether the Corporation has elected to pay all or any portion of accrued accumulated and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property. (c) To effect a Fundamental Change Conversion, the converting Holder must submit its Series A-1 Mandatory Convertible Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Mandatory Convertible Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Mandatory Convertible Preferred Stock at the Fundamental Change Conversion Rate or to receive the Fundamental Change Dividend Make-whole Amount or or, in connection with the Fundamental Change, the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Mandatory Convertible Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e). (i) For any shares of Series A-1 Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will at its option: (A) pay the Holder in cash, to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.2504.75% per year, of all dividend payments on the Holder’s Series A-1 Mandatory Convertible Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of shares of Common Stock to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of the Effective Date of the Fundamental Change, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable at the Corporation’s election in either: (A) cash, to the extent the Corporation is legally permitted to do so, (B) an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) a combination of cash and shares of Common Stock. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Corporation elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Corporation delivers in respect thereof and 97% of the Stock Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash. (e) Not later than the second Business Day following the Effective Date, the Corporation shall notify Holders of: (i) the Fundamental Change Conversion Rate; (ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and specifying the combination thereof, if applicable; and (iii) the Accumulated Dividend Amount as of the Effective Date and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and if applicable, specifying the combination thereof, if applicable.by

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, the Holders shall have the right to: to (i) convert their Series A-1 shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one Series A-1 share of Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 7 9(a) being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including that begins on the Effective Date effective date of such Fundamental Change to(the “Fundamental Change Effective Date”) and ends at 5:00 p.m., but excludingNew York City time, the earlier of (i) the Mandatory Conversion Date and (ii) on the date that is 30 20 calendar days after the Fundamental Change Effective Date (any conversion pursuant to this Section 7or, a “Fundamental Change Conversion”) (1if earlier, the Mandatory Conversion Date) into a number of shares of Common Stock Shares equal to the Fundamental Change Conversion Rate per share of Series A-1 Mandatory Convertible Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted shares, receive a Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common StockShares; and and (iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common Stock; subjectAmount, in the case of clauses (ii) and (iii), subject to the Corporation’s right to deliver shares of Common Stock Shares in lieu of all or part of such amounts as set forth in Section 7(d). Such delivery shall take place on the third Business Day following the applicable clause (d) below; provided that if such Fundamental Change Conversion Date. Notwithstanding clauses (ii) and (iii), if such Effective Date or the relevant Fundamental Change Conversion Date falls during after the Record Date for a declared dividend and prior to the next Dividend Period for which the Corporation declared a dividendPayment Date, the Corporation shall pay such dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of such dividend. With respect to any Fundamental Change, Holders who do not submit shares of Mandatory Convertible Preferred Stock for conversion during the relevant Fundamental Change Conversion Period will not be entitled to convert their non-submitted shares of Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-whole Amount or the relevant Accumulated Dividend Amount. (b) To On or before the extent practicable, at least 20 twentieth calendar days day prior to the anticipated Fundamental Change Effective Date of the Fundamental Changeor, but in any event if such prior notice is not practicable, no later than two the second Business Days Day immediately following the Corporation’s becoming aware of the occurrence of a actual Fundamental ChangeChange Effective Date, a written notice (the “Fundamental Change Notice”) shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders. Such notice shall containstate: (i) the date on which event causing the Fundamental Change is anticipated to be effectedChange; (ii) the anticipated Fundamental Change Effective Date or actual Fundamental Change Effective Date, as the case may be; (iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period; (iiiiv) the Fundamental Change Conversion Period; and (v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether . If the Corporation has elected to pay all or any portion notifies Holders of accrued and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property. (c) To effect a Fundamental Change Conversion, later than the converting Holder must submit its Series A-1 Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during twentieth calendar day prior to the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Preferred Stock for conversion during Effective Date of such Fundamental Change, the Fundamental Change Conversion Period will not shall be entitled extended by a number of days equal to convert their Series A-1 Preferred Stock at the Fundamental Change Conversion Rate or to receive the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e). (i) For any shares of Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will at its option: (A) pay the Holder in cash, to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.250% per year, of all dividend payments on the Holder’s Series A-1 Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of shares of Common Stock days from, and including, the twentieth calendar day prior to be issued on conversion by a number equal to (x) the such Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of the Effective Date of the Fundamental Changeto, but excluding, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as date of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within notice; provided that the Fundamental Change Conversion Period will shall not be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable at extended beyond the Corporation’s election in either: (A) cash, to the extent the Corporation is legally permitted to do so, (B) an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or (C) a combination of cash and shares of Common StockMandatory Conversion Date. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Corporation elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Corporation delivers in respect thereof and 97% of the Stock Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash. (ec) Not later than the second Business Day following the Fundamental Change Effective DateDate of a Fundamental Change, the Corporation shall notify Holders of: (i) the Fundamental Change Conversion Rate; (ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock Shares or a combination thereof, and specifying the combination thereofcombination, if applicable; and (iii) the Accumulated Dividend Amount as of the Fundamental Change Effective Date and whether the Corporation will pay such amount in cash, shares of Common Stock Shares or a combination thereof, and if applicable, specifying the combination thereofcombination, if applicable. (i) For any shares of Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the Common Shares issued upon conversion at the Fundamental Change Conversion Rate, the Corporation shall at its option: (A) pay the Holder in cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.375% per annum, of all dividend payments on the Holder’s shares of Mandatory Convertible Preferred Stock for all the remaining Dividend Periods (excluding any Accumulated Dividend Amount) from and including such Fundamental Change Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of Common Shares to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Fundamental Change Share Price, or (C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and Common Shares in accordance with the provisions of clauses (A) and (B) immediately above. (ii) In addition, to the extent that the Accumulated Dividend Amount exists as of the Fundamental Change Effective Date, Holders who convert shares of Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable, at the Corporation’s election, in: (A) cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so, (B) an additional number of Common Shares equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Fundamental Change Share Price, or (C) a combination of cash and Common Shares in accordance with the provisions of clauses (A) and (B) immediately above. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash (computed to the nearest cent), except to the extent the Corporation elects on or prior to the second Business Day following the Fundamental Change Effective Date of a Fundamental Change to make all or any portion of such payments in Common Shares. If the Corporation elects to deliver Common Shares in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in Common Shares exceeds the product of the number of additional shares of Common Stock the Corporation delivers in respect thereof and 97% of the Fundamental Change Share Price, the Corporation shall, if it is legally able to do so, pay such excess amount in cash (computed to the nearest cent). No such payment in cash may be made if the payment is not permitted by the Corporation’s then existing debt instruments. (iv) No fractional Common Shares shall be delivered by the Corporation to converting Holders in respect of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. A cash adjustment (computed to the nearest cent) shall be paid by the Corporation to each Holder that would otherwise be entitled to receive a fraction of a Common Share based on the Average VWAP per Common Share over the five consecutive Trading Day period beginning on, and including, the seventh Scheduled Trading Day immediately preceding the relevant Conversion Date.

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, the Holders shall have the right to: to (i) convert their Series A-1 shares of the Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one Series A-1 share of the Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 7 9(a) being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including that begins on the Effective Date effective date of such Fundamental Change to(the “Effective Date”) and ends at 5:00 p.m., but excludingNew York City time, the earlier of (i) the Mandatory Conversion Date and (ii) on the date that is 30 20 calendar days after the Effective Date (any conversion pursuant to this Section 7or, a “Fundamental Change Conversion”) (1if earlier, the Mandatory Conversion Date) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Series A-1 the Mandatory Convertible Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted shares, receive an amount equal to the present value, calculated using a discount rate of 4.50% per annum, of all dividend payments on such shares (excluding any Accumulated Dividend Amount) for all the remaining Dividend Periods (including the partial Dividend Period from and including such Effective Date) to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common StockAmount”); and and (iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common Stock; subjectAmount, subject in the case of clauses (ii) and (iii), ) to the Corporation’s right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in Section 7(d). Such delivery shall take place on 9(d) below and subject to the third Business Day following limitations with respect to the applicable Fundamental Change Conversion Date. Notwithstanding number of shares of Common Stock set forth in Section 9(d) below; provided that, notwithstanding clauses (ii) and (iii)) above, if such Effective Date or the relevant Fundamental Change Conversion Date falls during a Dividend Period for which the Corporation has declared a dividend, the Corporation shall pay such dividend on such the relevant Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of the payment of such dividend. Holders who do not submit their Mandatory Convertible Preferred Stock for conversion during the Fundamental Change Conversion Period shall not be entitled to convert their Mandatory Convertible Preferred Stock at the relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-Whole Amount or the relevant Accumulated Dividend Amount. (b) To On or before the extent practicable, at least 20 20th calendar days day prior to the anticipated Effective Date of the Fundamental Changeor, but in any event if such prior notice is not practicable, no later than two the second Business Days Day immediately following the Corporation’s becoming aware of the occurrence of a Fundamental Changeactual Effective Date, a written notice (the “Fundamental Change Notice”) shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, Corporation to the Record Holders. Such notice shall containstate: (i) the date on which event causing the Fundamental Change is anticipated to be effectedChange; (ii) the anticipated Effective Date or actual Effective Date, as the case may be; (iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period; (iiiiv) the Fundamental Change Conversion Period; and (v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether . If the Corporation has elected notifies Holders of a Fundamental Change later than the 20th calendar day prior to pay all or any portion of accrued and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if soEffective Date, the portion thereof (as Fundamental Change Conversion Period shall be extended by a percentage) number of days equal to the number of days from, and including, the 20th calendar day prior to the Effective Date to, but excluding, the date of such notice; provided that will the Fundamental Change Conversion Period shall not be paid in shares of Common Stock or Units of Exchange Propertyextended beyond the Mandatory Conversion Date. (c) To effect a Not later than the second Business Day following the Effective Date (or, if the Corporation provides notice to Holders of the Fundamental Change Conversionprior to the anticipated Effective Date, on the date the Corporation gives Holders notice of the anticipated Effective Date), the converting Holder must submit its Series A-1 Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during Corporation shall notify Holders of: (i) the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Preferred Stock at the Fundamental Change Conversion Rate or to receive Rate; (ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, specifying the combination, if applicable; and (iii) the Accumulated Dividend Amount. To Amount and whether the extent a Holder does not convert its shares of Series A-1 Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurredCorporation will pay such amount in cash, in lieu of shares of Common StockStock or a combination thereof, specifying the Corporation shall pay or delivercombination, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e)if applicable. (i) For any shares of Series A-1 the Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will shall at its option: (A) pay the Holder Fundamental Change Dividend Make-whole Amount in cash, to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.250% per year, of all dividend payments on the Holder’s Series A-1 Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of shares of Common Stock to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Stock Share Price, ; or (C) pay the Fundamental Change Dividend Make-whole Amount in a through any combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of that the Effective Date of the Accumulated Dividend Amount exists with respect to any Fundamental ChangeChange Conversion, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within the Fundamental Change Conversion Period will converting Holder shall be entitled to receive such Accumulated Dividend Amount upon conversionsuch Fundamental Change Conversion. The Corporation shall, at its option, pay the Accumulated Dividend Amount will be payable at the Corporation’s election in eitherAmount: (A) in cash, to the extent the Corporation is legally permitted to do so,; (B) in an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Share Price, ; or (C) in a combination of cash and shares of Common StockStock in accordance with the provisions of clauses (A) and (B) above. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the relevant Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If In addition, if the Corporation elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or the dollar amount of any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Corporation delivers in respect thereof and 97% of the Stock Share Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash. (eiv) Not later than the second Business Day following the Effective Date, No fractional shares of Common Stock shall be delivered by the Corporation shall notify to converting Holders of: (i) the Fundamental Change Conversion Rate; (ii) in respect of the Fundamental Change Dividend Make-whole Amount and whether or the Accumulated Dividend Amount. A cash adjustment shall instead be paid by the Corporation will pay such amount in cash, shares to each converting Holder that would otherwise be entitled to receive a fraction of a share of Common Stock or a combination thereof, and specifying based on the combination thereof, if applicable; and (iii) the Accumulated Dividend Amount as of the Effective Date and whether the Corporation will pay such amount in cash, shares Average VWAP per share of Common Stock or a combination thereofover the five consecutive Trading Day period beginning on, and if applicableincluding, specifying the combination thereof, if applicableseventh Scheduled Trading Day immediately preceding the relevant Conversion Date.

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to May 15, 2022, the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, Holders shall have the right (the “Fundamental Change Conversion Right”) during the Fundamental Change Conversion Period to: (i) convert their Series A-1 shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one Series A-1 share of the Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 7 10(a) being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including the Effective Date of such Fundamental Change to, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date that is 30 calendar days after the Effective Date (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) (1) into a number of shares of Common Stock (or Units of Exchange Property in accordance with Section 15) equal to the Fundamental Change Conversion Rate per share of Series A-1 Mandatory Convertible Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted sharesshares of Mandatory Convertible Preferred Stock, receive an amount equal to the present value, calculated using a discount rate of 6.250% per annum, of all dividend payments on such shares (excluding any Accumulated Dividend Amount) for (a) the partial Dividend Period, if any, from, and including, the Fundamental Change Effective Date to, but excluding, the next Dividend Payment Date and (b) all the remaining full Dividend Periods from, and including, the Dividend Payment Date following the Fundamental Change Effective Date to, but excluding, May 15, 2022 (the “Fundamental Change Dividend Make-whole Amount Whole Amount”), payable in cash or in shares of Common Stock; and (iii) with respect to such converted sharesshares of Mandatory Convertible Preferred Stock, receive the Accumulated Dividend Amount payable in cash or in shares of Common Stock; subject, subject in the case of clauses (ii) and (iii), ) to certain limitations with respect to the Corporation’s right to deliver number of shares of Common Stock in lieu of all or part of such amounts the Corporation will be required to deliver as set forth in Section 7(d10(d). Such delivery shall take place on ; provided, that if the third Business Day following the applicable Fundamental Change Conversion Date. Notwithstanding clauses (ii) and (iii), if such Effective Regular Record Date or the relevant Fundamental Change Conversion Date falls during for a Dividend Divided Period for which the Corporation Corporation, as of the Fundamental Change Effective Date, declared a dividenddividend occurs before or during the related Fundamental Change Conversion Period, then the Corporation shall pay such dividend on such the relevant Dividend Payment Date to the Record Holders as of such Regular Record Date, in accordance with Section 34, and such dividend shall not be included in the Accumulated Dividend AmountAmount shall not include the amount of such dividend, and the Fundamental Change Dividend Make-whole Whole Amount shall not include the present value of the payment of such dividend. (b) To exercise the extent practicableFundamental Change Conversion Right, Holders must submit their shares of Mandatory Convertible Preferred Stock for conversion at least 20 calendar days prior any time during the Fundamental Change Conversion Period. Holders who do not submit their shares for conversion during the Fundamental Change Conversion Period shall not be entitled to convert their Mandatory Convertible Preferred Stock at the anticipated Effective Date relevant Fundamental Change Conversion Rate or to receive the relevant Fundamental Change Dividend Make-Whole Amount or the relevant Accumulated Dividend Amount. The Corporation shall provide written notice (the “Fundamental Change Notice”) to Holders of the Fundamental Change, but in any event not Change Effective Date no later than two the second Business Days Day immediately following the Corporation’s becoming aware of the occurrence of a such Fundamental Change, a written notice Change Effective Date. The Fundamental Change Notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders. Such notice shall containstate: (i) the date on which event causing the Fundamental Change is anticipated to be effectedChange; (ii) the anticipated Fundamental Change Effective Date or actual Fundamental Change Effective Date, as the case may be; (iii) that Holders shall have the right to effect a Fundamental Change Conversion in connection with such Fundamental Change during the Fundamental Change Conversion Period; (iiiiv) the Fundamental Change Conversion Period; and (v) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether the Corporation has elected to pay all or any portion of accrued and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property. (c) To effect a Fundamental Change Conversion, Not later than the converting Holder must submit its Series A-1 Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during second Business Day following the Fundamental Change Conversion Period. Effective Date, the Corporation shall notify Holders who do not submit Series A-1 Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Preferred Stock at of: (i) the Fundamental Change Conversion Rate or (if notice is provided to receive Holders prior to the anticipated Fundamental Change Effective Date, specifying how the Fundamental Change Conversion Rate will be determined); (ii) the Fundamental Change Dividend Make-whole Whole Amount or and whether the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurredCorporation will pay such amount in cash, in lieu of shares of Common Stock, Stock (or to the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Dateextent applicable, Units of Exchange Property Property) or a combination thereof, specifying the combination, if applicable; and (iii) the Accumulated Dividend Amount as determined of the Fundamental Change Effective Date and whether the Corporation will pay such amount in accordance with Section 11(e)cash, shares of Common Stock (or to the extent applicable, Units of Exchange Property) or a combination thereof, specifying the combination, if applicable. (i) For any shares of Series A-1 the Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will shall at its option:option (subject to satisfaction of the requirements of this Section): (A) pay the Holder Fundamental Change Dividend Make-Whole Amount in cashcash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.250% per year, of all dividend payments on the Holder’s Series A-1 Preferred Stock for all the remaining Dividend Periods (excluding any accumulated so and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding extent permitted under the Effective Date terms of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”)documents governing its indebtedness; (B) increase the number of shares of Common Stock (or Units of Exchange Property) to be issued on upon conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount Whole Amount, divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price, ; or (C) pay the Fundamental Change Dividend Make-whole Whole Amount in a through any combination of cash and shares of Common Stock (or Units of Exchange Property) in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, that the Accumulated Dividend Amount exists as of the Effective Date of the Fundamental Change, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental ChangeDate, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within the Fundamental Change Conversion Period will converting Holder shall be entitled to receive such Accumulated Dividend Amount upon conversionsuch Fundamental Change Conversion. The Corporation shall, at its option, pay the Accumulated Dividend Amount will be payable at (subject to satisfaction of the Corporation’s election in either:requirements of this Section): (A) cashin cash (computed to the nearest cent), to the extent the Corporation is legally permitted to do so,so and to the extent permitted under the terms of the documents governing its indebtedness; (B) in an additional number of shares of Common Stock (or Units of Exchange Property) equal to (x) the Accumulated Dividend Amount Amount, divided by (y) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price, ; or (C) a through any combination of cash and shares of Common StockStock (or Units of Exchange Property) in accordance with the provisions of clauses (A) and (B) above. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the relevant Fundamental Change Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common StockStock (or Units of Exchange Property). If the Corporation elects to deliver shares of Common Stock (or Units of Exchange Property) in respect of all or any portion of the Fundamental Change Dividend Make-whole Whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Whole Amount or the Accumulated Dividend Amount or the dollar amount of any portion thereof paid in shares of Common Stock (or Units of Exchange Property) exceeds the product of (x) the number of additional shares the Corporation delivers in respect thereof and (y) 97% of the Fundamental Change Stock Price, the Corporation shall, if it is legally able to do sodo, declare and to the extent permitted under the terms of the documents governing its indebtedness, pay such excess amount in cash. cash (e) Not later than computed to the second Business Day following nearest cent). Any such payment in cash may not be permitted by the Effective DateCorporation’s then existing debt instruments, including any restricted payments covenants. To the extent that the Corporation is not able to pay such excess amount in cash under applicable law and in compliance with its indebtedness, the Corporation shall notify Holders of:not have any obligation to pay such amount in cash or deliver additional shares of Common Stock in respect of such amount. (iiv) No fractional shares of Common Stock (or, to the Fundamental Change Conversion Rate; (iiextent applicable, Units of Exchange Property) shall be delivered by the Corporation to converting Holders in respect of the Fundamental Change Dividend Make-whole Whole Amount or the Accumulated Dividend Amount. The Corporation shall instead pay a cash amount (computed to the nearest cent) to each a converting Holder that would otherwise be entitled to receive a fraction of a share of Common Stock (or to the extent applicable, Units of Exchange Property) based on the Average VWAP per share of Common Stock (or to the extent applicable, Units of Exchange Property) over the five consecutive Trading Day period beginning on, and whether including, the seventh Scheduled Trading Day immediately preceding the relevant Fundamental Change Conversion Date. (v) If the Corporation is prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-Whole Amount (whether in cash or in shares of Common Stock), in whole or in part, due to limitations of applicable Delaware law, the Fundamental Change Conversion Rate will pay such amount in cash, instead be increased by a number of shares of Common Stock or a combination thereof, and specifying the combination thereof, if applicable; andequal to: (iiiA) the Accumulated Dividend Amount as cash amount of the Effective Date aggregate unpaid and whether undelivered Fundamental Change Dividend Make-Whole Amount, divided by (B) the greater of (i) the Floor Price and (ii) 97% of the Fundamental Change Stock Price. To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-Whole Amount exceeds the product of such number of additional shares and 97% of the Fundamental Change Stock Price, the Corporation will shall not have any obligation to pay such amount the shortfall in cash, cash or deliver additional shares of Common Stock or a combination thereof, and if applicable, specifying the combination thereof, if applicablein respect of such amount.

Fundamental Change Conversion. (a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, shall have the right to: (i) convert their Series A-1 Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one Series A-1 Mandatory Convertible Preferred Stock) (any such conversion pursuant to this Section 7 being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including the Effective Date of such Fundamental Change to, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date selected by the Corporation that is not less than 30 calendar nor more than 60 days after the Effective Date (the “Fundamental Change Conversion Date”) (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) (1) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Series A-1 Mandatory Convertible Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate; (ii) with respect to such converted sharesshares of Mandatory Convertible Preferred Stock, receive a Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common StockStock (or, if applicable, Units of Exchange Property); and (iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common StockStock (or, if applicable, Units of Exchange Property); subject, in the case of clauses (ii) and (iii), to limitations with respect to the Corporation’s right to deliver number of shares of Common Stock in lieu of all or part of such amounts that the Corporation shall be required to deliver as set forth described in Section 7(d). Such delivery ; provided, however, that the Corporation shall take place on the third Business Day following the applicable Fundamental Change Conversion Datepay any excess amount in cash. Notwithstanding clauses (ii) and (iii), if such Effective Date or the relevant Fundamental Change Conversion Date falls during a Dividend Period for which the Corporation declared a dividenddividend on the Mandatory Convertible Preferred Stock, the Corporation shall pay such dividend on such the relevant Dividend Payment Date to the Record Holders as of such the immediately preceding Regular Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of such dividend. (b) To the extent practicable, at least 20 calendar days prior to the anticipated Effective Date of the Fundamental Change, but in any event not later than two Business Days following the Corporation’s becoming aware of the occurrence of a Fundamental Change, a written notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders. Such notice shall contain: (i) the date on which the Fundamental Change is anticipated to be effected; (ii) the Fundamental Change Conversion Period; (iii) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and (iv) whether the Corporation has elected to pay all or any portion of accrued accumulated and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property. (c) To effect a Fundamental Change Conversion, the converting Holder must submit its Series A-1 Mandatory Convertible Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Mandatory Convertible Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Mandatory Convertible Preferred Stock at the Fundamental Change Conversion Rate or to receive the Fundamental Change Dividend Make-whole Amount or or, in connection with the Fundamental Change, the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Mandatory Convertible Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Corporation shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e). (i) For any shares of Series A-1 Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Corporation will at its option: (A) pay the Holder in cash, to the extent the Corporation is legally permitted to do so, the present value, computed using a discount rate of 5.2504.75% per year, of all dividend payments on the Holder’s Series A-1 Mandatory Convertible Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”); (B) increase the number of shares of Common Stock to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 9790% of the Stock Price, or (C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above. (ii) In addition, for any Series A-1 Mandatory Convertible Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of the Effective Date of the Fundamental Change, the Corporation has not declared any or all of the accumulated dividends on the Series A-1 Mandatory Convertible Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable at the Corporation’s election in either: (A) cash, to the extent the Corporation is legally permitted to do so, (B) an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 9790% of the Stock Price, or (C) a combination of cash and shares of Common StockStock in accordance with the provisions of clauses (A) and (B) above. (iii) The Corporation shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Corporation elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Corporation elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Corporation delivers in respect thereof and 9790% of the Stock Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash. (e) Not later than the second Business Day following the Effective Date, the Corporation shall notify Holders of: (i) the Fundamental Change Conversion Rate; (ii) the Fundamental Change Dividend Make-whole Amount and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and specifying the combination thereof, if applicable; and (iii) the Accumulated Dividend Amount as of the Effective Date and whether the Corporation will pay such amount in cash, shares of Common Stock or a combination thereof, and if applicableand, specifying the combination thereof, if applicable.