Common use of Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes Clause in Contracts

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 X, at any time during the period (the “Make-Whole Conversion Period”) that begins on, and includes, the 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, if earlier) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 10.14, otherwise apply to such Note pursuant to this Article X, plus an additional number of shares of Common Stock equal to the Make-Whole Applicable Increase. The additional consideration payable hereunder on account of any Make-Whole Applicable Increase with respect to a Note 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 Note shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 10.02 except as otherwise provided in Section 10.11.

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 Security that is surrendered for conversion, in accordance with this Article XXI, 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, if earlier) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 10.1411.14, otherwise apply to such Note Security pursuant to this Article XXI, plus an additional number of shares of Common Stock 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 Note 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 Note Security shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 10.02 except as otherwise provided in Section 10.1111.02.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (Aa) Notwithstanding anything herein to the contrary, if the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article X15, at any time during the period (the “Make-Whole Conversion Period”) that begins onfrom, and includesincluding, the effective date Effective Date of a Make-Whole Fundamental Change and ends onto 5:00 p.m., and includesNew York City time, on the date that is forty (40) Business Days after Day immediately prior to the actual effective date of related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change (or, if 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 also constitutes a Fundamental Change), the Fundamental Change Repurchase Date applicable to such Fundamental Change, if earlier) shall be increased to by an amount equal to the Conversion Rate that would, but for this Section 10.1415.03, otherwise apply to such Note pursuant to this Article X15, plus an additional number of shares of Common Stock amount equal to the Make-Whole Applicable IncreaseConversion Rate Adjustment. The additional Notwithstanding anything to the contrary herein, if the consideration payable hereunder on account of paid for the Common Stock in any Make-Whole Applicable Increase with respect to a Note surrendered Fundamental Change described in clause (b) of the definition thereof is comprised entirely of cash, for any conversion is herein referred to as of Notes following the “Effective Date of such Make-Whole Consideration.” For avoidance of doubtFundamental Change, the Conversion Obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (x) (i) the applicable Conversion Rate plus (ii) the Make-Whole Consideration due upon Conversion Rate Adjustment, multiplied by (y) such Stock Price. In such event, the conversion of a Note shall Conversion Obligation will be based determined and paid to holders in cash on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 10.02 except as otherwise provided in Section 10.11third Business Day following the Conversion Date.