Common use of Limit on Issuance of Shares of Common Stock Upon Conversion Clause in Contracts

Limit on Issuance of Shares of Common Stock Upon Conversion. Notwithstanding anything to the contrary in this Indenture, if an event occurs (including pursuant to Section 13.03 and subsections Section 13.04(b), Section 13.04(c), Section 13.04(d), Section 13.04(e) and Section 13.04(h) of Section 13.04) that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by any shareholder approval rules or listing standards of any national or regional securities exchange (including the NASDAQ Global Select Market) that are applicable to the Company, the Company will, at its option, either obtain stockholder approval of any issuance of Common Stock upon conversion of the Notes in excess of such limitations or deliver cash in lieu of any shares of Common Stock otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP on each Trading Day of the relevant Observation Period in respect of which, in lieu of delivering shares of Common Stock, the Company delivers cash pursuant to this Section 13.12. Notwithstanding anything to the contrary herein, to the extent required by the NASDAQ Global Select Market, the Company will obtain stockholder approval prior to (i) taking any action described in Section 13.04(h) that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market that are applicable to the Company, (ii) engaging in a Make-Whole Fundamental Change that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market that are applicable to the Company or (iii) electing Combination Settlement.

Limit on Issuance of Shares of Common Stock Upon Conversion. Notwithstanding anything to the contrary in this Indenture, if an event occurs (including pursuant to Section 13.03 and subsections Section 13.04(b), Section 13.04(c), Section 13.04(d), Section 13.04(e) and Section 13.04(h) of Section 13.04) that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by any shareholder approval rules or listing standards of any national or regional securities exchange (including the NASDAQ Global Select MarketNew York Stock Exchange) that are applicable to the Company, the Company will, at its option, either obtain stockholder approval of any issuance of Common Stock upon conversion of the Notes in excess of such limitations or deliver cash in lieu of any shares of Common Stock otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP on each Trading Day of the relevant Observation Period in respect of which, in lieu of delivering shares of Common Stock, the Company delivers cash pursuant to this Section 13.12. Notwithstanding anything to the contrary herein, to the extent required by the NASDAQ Global Select MarketNew York Stock Exchange, the Company will obtain stockholder approval prior to (i) taking any action described in Section 13.04(h) that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market New York Stock Exchange that are applicable to the Company, (ii) engaging in a Make-Whole Fundamental Change that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market New York Stock Exchange that are applicable to the Company or (iii) electing Combination Settlement.

Limit on Issuance of Shares of Common Stock Upon Conversion. Notwithstanding anything to the contrary in this Indenture, if an event occurs (including pursuant to Section 13.03 and subsections Section 13.04(b), Section 13.04(c), Section 13.04(d), Section 13.04(e) and Section 13.04(h13.04(i) of Section 13.04) that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by any shareholder approval rules or listing standards of any national or regional securities exchange (including the NASDAQ Global Select MarketNew York Stock Exchange) that are applicable to the Company, the Company will, at its option, either obtain stockholder approval of any issuance of Common Stock upon conversion of the Notes in excess of such limitations or deliver cash in lieu of any shares of Common Stock otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP on each Trading Day of the relevant Observation Period in respect of which, in lieu of delivering shares of Common Stock, the Company delivers cash pursuant to this Section 13.12. Notwithstanding anything to the contrary herein, to the extent required by the NASDAQ Global Select MarketNew York Stock Exchange, the Company will obtain stockholder approval prior to (i) taking any action described in Section 13.04(h13.04(i) that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market New York Stock Exchange that are applicable to the Company, (ii) engaging in a Make-Whole Fundamental Change that would result in delivery of Common Stock upon conversion of the Notes in excess of limitations imposed by the NASDAQ Global Select Market New York Stock Exchange that are applicable to the Company or (iii) electing Combination Settlement.