Common use of Major Transaction Conversion Clause in Contracts

Major Transaction Conversion. Each Holder may elect a Major Transaction Conversion as follows: (1) in the case of a Successor Major Transaction, each Holder, at its option, may elect to convert, in whole or in part, by written notice to the Company, effective immediately prior to, and conditional upon, the consummation of a Takeout Major Transaction or, in the case of an Asset Sale, the Company’s distribution of assets to its stockholders, as applicable (a “Successor Major Transaction Conversion”), the outstanding principal amount of its Notes into the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that such Holder would have received had such Holder converted the Major Transaction Conversion Amount (as defined below) into the number of shares of Common Stock equal to the Base Conversion Shares plus the Additional Conversion Shares (each as defined below) (without regard to the Beneficial Ownership Cap, the NYSE Share Cap, the Remaining NYSE Share Cap Amount or any other restriction or limitation on conversion) immediately prior to such Takeout Major Transaction or distribution of assets (as applicable) (the “Successor Major Transaction Consideration”), and (2) in the case of any one or more Major Transactions other than (x) a Successor Major Transaction (a “Company Share Major Transaction”) or (y) a Major Transaction described in clause (g) of the definition thereof, each Holder shall have the right to convert, in whole or in part, following the occurrence of any such Major Transaction and from time to time thereafter, the outstanding principal amount of its Notes into a number of shares of Common Stock equal to the Base Conversion Shares, plus the Additional Conversion Shares determined with respect to any such Major Transaction and any such Major Transaction Conversion Amount (“Major Transaction Company Shares”). For the avoidance of doubt, the Company’s delivery of a Mandatory Major Transaction Repurchase Notice shall in no way affect any Holders’ right to elect a Successor Major Transaction Conversion in respect to any or all of the principal amount of such Holder’s Notes.

Major Transaction Conversion. Each The Holder may elect a Major Transaction Conversion as follows: (1) in the case of a Successor Major Transaction, each the Holder, at its option, may elect to convert, in whole or in part, by written notice to the Company, effective immediately prior to, and conditional upon, the consummation of a Takeout Major Transaction or, in the case of an Asset Sale, the Company’s distribution of assets to its stockholdersshareholders, as applicable (a “Successor Major Transaction Conversion”), the outstanding principal amount of its Notes Principal into the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that such the Holder would have received had such Holder converted the Major Transaction Conversion Amount (as defined below) into the number of shares of Common Stock Shares equal to the number of Common Shares into which the outstanding Principal then being converted would otherwise be converted as calculated under Section 2 hereof (such number of shares, the “Base Conversion Shares Shares”) plus the Additional Number of Make-Whole Shares determined with respect to such Major Transaction and such Major Transaction Conversion Shares (each as defined below) Amount (without regard to the Beneficial Ownership Cap, the NYSE Share Cap, the Remaining NYSE Share 4.985% Cap Amount or any other restriction or limitation on conversion) immediately prior to such Takeout Major Transaction or distribution of assets (as applicable) (the “Successor Major Transaction Consideration”), and (2) in the case of any one or more Major Transactions other than (x) a Successor Major Transaction (a “Company Share Major Transaction”) or (y) a Major Transaction described in clause (g) of ), the definition thereof, each Holder shall have the right to convert, in whole or in part, following the occurrence of any such Major Transaction and from time to time thereafter, the outstanding principal amount of its Notes Principal into a number of shares of Common Stock Shares equal to the Base Conversion Shares, Shares plus the Additional Conversion Number of Make-Whole Shares determined with respect to any such Major Transaction and any such Major Transaction Conversion Amount (“Major Transaction Company Shares”). For the avoidance of doubt, the Company’s delivery of a Mandatory Major Transaction Repurchase Notice shall in no way affect any Holders’ right to elect a Successor Major Transaction Conversion in respect to any or all of the principal amount of such Holder’s Notes.

Major Transaction Conversion. Each Holder may elect In the event that a Major Transaction Conversion as follows: occurs, then (1) in the case of a Successor transaction covered by the provisions of clause (A) of the definition of “Major Transaction, each Holder, at its option, may elect to convert” (a “Takeout Major Transaction”) or an Asset Sale, in whole either case, in or in partconnection with which the shares of Common Stock of the Company are converted into the right, by written notice to or the Company, effective immediately prior to, and conditional upon, the consummation of a Takeout Major Transaction orholders thereof will become entitled (including, in the case of an Asset Sale, in connection with the liquidation of the Company’s distribution ), to receive cash, securities of another entity and/or other assets to its stockholders, as applicable (a “Successor Major Transaction ConversionTransaction”), the Holder, at its option, may convert, in whole or in part, the outstanding principal amount under this Note into the right to receive upon consummation of its Notes into the Major Transaction the following consideration (the “Successor Consideration”) (i) in the case of a Takeout Major Transaction, the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that such the Holder would have received had such Holder converted the Major Transaction Conversion Amount (as defined below) into the number of shares of Common Stock equal to the Base Conversion Shares plus the and Additional Conversion Shares (each as defined belowbelow and without regard to the 9.98% Cap) immediately prior to the consummation of such Major Transaction and (ii) in the case of an Asset Sale, an amount in cash equal to the product of (x) the number of Base Conversion Shares and Additional Conversion Shares that the Holder would have received had such Holder converted the Major Transaction Conversion Amount into Base Conversion Shares and Additional Conversion Shares (without regard to the Beneficial Ownership 9.98% Cap, the NYSE Share Cap, the Remaining NYSE Share Cap Amount or any other restriction or limitation on conversion) immediately prior to such Takeout Major Transaction or distribution of assets Asset Sale and (y) the Closing Market Price (as applicable) (the “Successor Major Transaction Consideration”defined on Schedule 1 hereto), and (2) in the case of any one or more all other Major Transactions other than (x) a Successor Major Transaction (a “Company Share Major Transaction”) or (y) a Major Transaction described in clause (g) of ), the definition thereof, each Holder shall have the right to convert, in whole or in part, following the occurrence of any such Major Transaction and from time to time thereaftertime, the outstanding principal amount of its Notes under this Note into a number of shares of Common Stock equal to the Base Conversion Shares, plus the Shares and Additional Conversion Shares determined with respect to any such Major Transaction and any such Major Transaction Conversion Amount (“Major Transaction Company Shares”). For the avoidance of doubt, the Company’s delivery of a Mandatory Major Transaction Repurchase Notice shall in no way affect any Holders’ right to elect a Successor Major Transaction Conversion in respect to any or all of the principal amount of such Holder’s Notes.