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).
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 13.02 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, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date.
(c) The number of Additional Share...
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 12, at any time from, and including, the effective date (the “Effective Date”) of a Make-Whole Fundamental Change until, and including, the close of business on the second Business Day immediately preceding the related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change, or the fortieth Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change (in the case of a Make-Whole Fundamental Change that does not constitute a Fundamental Change by virtue of the parenthetical in the definition of Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”), shall be increased to an amount equal to the Conversion Rate that would, but for this Section 12.03, otherwise apply to such Note pursuant to this Article 12, plus an amount equal to the Make-Whole Conversion Rate Adjustment.
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs or becomes effective 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 Common Shares (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 the proviso in clause (b) of the definition thereof, the 35th Business Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 15, at any time from, and including, the effective date of a Make-Whole Fundamental Change until, and including, the close of business on the Business Day immediately prior to the related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change, shall be increased to an amount equal to the Conversion Rate that would, but for this Section 15.03, otherwise apply to such Note pursuant to this Article 15, plus an amount equal to the Make-Whole Conversion Rate Adjustment.
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (A) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article XI, at any time during the period (the “Make-Whole Conversion Period”) that begins on, and includes, the actual effective date of a Make-Whole Fundamental Change and ends on, and includes, the date that is forty (40) Business Days after the actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 11.14, otherwise apply to such Security pursuant to this Article XI, plus an amount equal to the Make-Whole Applicable Increase. The additional consideration payable hereunder on account of any Make-Whole Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the "Make-Whole Consideration.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 11.02.
(B) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change, the amount, set forth in the following table, which corresponds to the effective date of such Make-Whole Fundamental Change (the “Effective Date”) and the Applicable Price of such Make-Whole Fundamental Change: $ 41.25 5.9462 5.9462 5.9462 5.9462 5.9462 5.9462 5.9462 5.9462 $ 45.00 5.6002 5.4693 5.2927 5.1518 4.9968 4.7777 4.3957 3.9260 $ 50.00 4.7087 4.5562 4.3565 4.1724 3.9527 3.6370 3.0873 1.7038 $ 55.00 4.0162 3.8523 3.6415 3.4332 3.1770 2.8095 2.1793 0.0000 $ 60.00 3.4669 3.2982 3.0841 2.8641 2.5903 2.2006 1.5485 0.0000 $ 65.00 3.0236 2.8545 2.6420 2.4186 2.1394 1.7466 1.1097 0.0000 $ 70.00 2.6605 2.4937 2.2861 2.0645 1.7879 1.4041 0.8037 0.0000 $ 75.00 2.3591 2.1965 1.9956 1.7793 1.5104 1.1429 0.5897 0.0000 $ 80.00 2.1061 1.9488 1.7558 1.5469 1.2886 0.9414 0.4394 0.0000 $ 85.00 1.8916 1.7401 1.5556 1.3554 1.1095 0.7845 0.3332 0.0000 $ 90.00 1.7080 1.5628 1.3870 1.1961 0.9634 0.6611 0.2577 0.0000 $ 95.00 1.5496 1.4107 1.2437 1.0624 0.8431 0.5631 0.2036 0.0000 $ 100.00 1.4120 1.2794 1.1209 0.9492 0.7432 0.4845 0.1644 0.0000 $ 110.00 1.1855 1.0652 0.9229 ...
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (A) Notwithstanding anything in the Indenture to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article IX, at any time during the period (the “Make-Whole Conversion Period”) from, and including, the effective date (the “Effective Date”) of a Make-Whole Fundamental Change to, and including, the Close of Business on the Business Day immediately prior to the related Fundamental Change Repurchase Date (or if the Make-Whole Fundamental Change is not a Fundamental Change, the date that is thirty (30) Business Days after such Effective Date), shall be increased to an amount equal to the Conversion Rate that would, but for this Section 9.15, otherwise apply to such Note pursuant to this Article IX, plus an amount equal to the Make-Whole Applicable Increase.
(B) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change, the amount, set forth in the following table, which corresponds to the Effective Date and the Applicable Price of such Make-Whole Fundamental Change: November 10, 2010 2.8758 2.7333 2.3935 2.1099 1.6692 1.3498 1.1126 0.9325 0.7932 0.6832 0.4915 0.3700 0.2871 0.2269 November 15, 2011 2.8758 2.7046 2.3384 2.0352 1.5708 1.2415 1.0027 0.8258 0.6924 0.5893 0.4160 0.3106 0.2403 0.1900 November 15, 2012 2.8758 2.6234 2.2277 1.9037 1.4167 1.0820 0.8476 0.6802 0.5585 0.4678 0.3230 0.2398 0.1860 0.1479 November 15, 2013 2.8758 2.4691 2.0375 1.6898 1.1821 0.8507 0.6321 0.4857 0.3863 0.3166 0.2147 0.1607 0.1265 0.1019 November 15, 2014 2.8758 2.2306 1.7386 1.3524 0.8216 0.5126 0.3367 0.2368 0.1797 0.1452 0.1022 0.0803 0.0652 0.0534 provided, however, that where the exact Applicable Price and Effective Date are not as set forth in the table above:
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) Notwithstanding anything herein to the contrary, if the Effective Date of the Make-Whole Fundamental Change occurs on or prior to May 20, 2013, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 15, at any time from, and including, the effective date of a Make-Whole Fundamental Change until, and including, the close of business on (1) the Business Day immediately prior to the related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change or (2), if the Make-Whole Fundamental Change does not also constitute a Fundamental Change, the thirtieth Business Day after the Effective Date of the Make-Whole Fundamental Change, shall be increased to an amount equal to the Conversion Rate that would, but for this Section 15.03, otherwise apply to such Note pursuant to this Article 15, plus an amount equal to the Make-Whole Conversion Rate Adjustment.
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If 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 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 second 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 the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall cause to be delivered ADSs in accordance with Section 14.02.
(c) The Conversion Rate shall be adjusted by reference to the formula below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) as follows: where, CR0 = the adjusted Conversion Rate; CR1 = the Conversion Rate in effect immediately prior to the Effective Date; Pr = the initial conversion premium of 30%;
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) Notwithstanding anything herein to the contrary, if the Effective Date of a Make-Whole Fundamental Change occurs on or prior to July 1, 2013, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article 14, at any time from, and including, the effective date of such Make-Whole Fundamental Change until, and including, the close of business on the Business Day immediately prior to the related Fundamental Change Repurchase Date (or if the Make-Whole Fundamental Change is not also a Fundamental Change, the Last Make-Whole Date) corresponding to such Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for this Section 14.03, otherwise apply to such Note pursuant to this Article 14, plus an amount equal to the Make-Whole Conversion Rate Adjustment.
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (e) of the Original Indenture is hereby amended and restated in its entirety to read as follows:
