Common use of Make-Whole Fundamental Change Premium Clause in Contracts

Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Conversion Rate for such Notes. 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 delivered pursuant to Section 13.03(a) is received by the Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the Holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.

Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who convert exchange their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Conversion Exchange Rate for such Notes. A conversion An exchange of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion Exchange delivered pursuant to Section 13.03(a12.03(a) is received by the Conversion Exchange Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversionexchange. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 13.02(b12.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the Holders holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.

Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Make -Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Make- Whole Fundamental Change Premium” to the Holders of the Notes who convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Conversion Rate for such Notes. 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 delivered pursuant to Section 13.03(a) is received by the Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the Holders holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.

Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurredoccurred on or before November 1, 2015, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Conversion Rate for such Notes. 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 delivered pursuant to Section 13.03(a) is received by the Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been is not a Fundamental Change but for proviso (1) in clause (ii) of Change, before the definition of “Change of Control,” the 35th 45th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the Holders holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.