Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes.
(a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for subclause (i) of the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii), the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after su...
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or Redemption Notice 71 Section 14.04. Adjustment of Conversion Rate 73 Section 14.05. Adjustments of Prices 84 Section 14.06. Shares to Be Fully Paid 84 Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 84 Section 14.08. Certain Covenants 86 Section 14.09. Responsibility of Trustee 87 Section 14.10. Notice to Holders Prior to Certain Actions 87 Section 14.11. Stockholder Rights Plans 88 Section 14.12. Exchange in Lieu of Conversion 88 ARTICLE 15 Repurchase of Notes at Option of Holders Section 15.01. [Intentionally Omitted] 89
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or Called Notes During a Redemption Period 64 Section 14.04 . Adjustment of Conversion Rate 66 Section 14.05 . Adjustments of Prices 76 Section 14.06 . Shares to Be Fully Paid 76 Section 14.07 . Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 76 Section 14.08 . Certain Covenants 78 Section 14.09 . Responsibility of Trustee 79 Section 14.10 . Notice to Holders Prior to Certain Actions 79 Section 14.11 . Stockholder Rights Plans 80 Section 14.12 . Exchange in Lieu of Conversion. 80 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01 . [Intentionally Omitted]. 81 Section 15.02 . Repurchase at Option of Holders Upon a Fundamental Change 81 Section 15.03 . Withdrawal of Fundamental Change Repurchase Notice 84 Section 15.04 . Deposit of Fundamental Change Repurchase Price 84 Section 15.05 . Covenant to Comply with Applicable Laws Upon Repurchase of Notes 85 OPTIONAL REDEMPTION
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or during a Redemption Period 84 Section 13.04. Other Conversion Rate Adjustments 85 Section 13.05. Adjustments of Prices 93 Section 13.06. Effect of Recapitalizations, Reclassifications and Changes of the Common Shares 93 Section 13.07. Responsibility of Trustee 95 Section 13.08. Notice to Holders Prior to Certain Actions 96 Section 13.09. Shareholder Rights Plan 96 Section 13.10. Ineligible Consideration 96
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or a Notice of Redemption 50 Section 14.04 . Adjustment of Conversion Rate 52 Section 14.05 . Adjustments of Prices 62
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or a Redemption Notice 68
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes or Called Notes During a Redemption Period 62 Section 14.04 . Adjustment of Conversion Rate 65 Section 14.05 . Adjustments of Prices 74 Section 14.06 . Shares to Be Fully Paid 74
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Changes 58 Section 14.04. Adjustment of Conversion Rate 60 Section 14.05. Adjustments of Prices 69 Section 14.06. Shares to Be Fully Paid 69
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Change and Tax Redemption) for each ADS Price and Effective Date set forth below: 1-Mar-2022 3.9981 3.3209 2.5394 1.5287 0.5859 0.2191 0.0478 0.0016 1-Mar-2023 3.9981 3.3209 2.5394 1.5287 0.5631 0.1998 0.0390 0.0005 1-Mar-2024 3.9981 3.3209 2.5394 1.5287 0.5351 0.1772 0.0291 0.0000 1-Mar-2025 3.9981 3.3209 2.5394 1.4973 0.4718 0.1394 0.0161 0.0000 1-Mar-2026 3.9981 3.3209 2.5394 1.3330 0.3674 0.0899 0.0041 0.0000 1-Mar-2027 3.9981 3.2009 2.2036 1.0557 0.2391 0.0399 0.0000 0.0000 1-Mar-2028 3.9981 2.9727 1.8312 0.6835 0.0888 0.0031 0.0000 0.0000 1-Mar-2029 3.9981 2.2238 0.0016 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS Prices and Effective Dates may not be set forth in the table above, in which case:
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make. Whole Fundamental Change and Tax Redemption); and
