Common use of No Adjustment for Interest or Dividends Clause in Contracts

No Adjustment for Interest or Dividends. In order to exercise the conversion privilege, the Holder of any Security to be converted in whole or in part shall surrender such Security, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.3, accompanied by the funds, if any, required by the last paragraph of this Section 10.2, and shall give written notice of conversion in the form provided on the Securities (or such other notice that is acceptable to the Company) to the Company at such office or agency that the Holder elects to convert such Security or the portion thereof specified in such notice, stating the name or names (with address) in which the certificate or certificates for shares of Common Stock, if any, that shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash and Common Stock exists, then within five business days after receipt of such Xxxxxx's notice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes required pursuant to Section 10.7. Each Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under such Security, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after the surrender of such Security and the receipt of such notice and funds, if any, as aforesaid, (a) if the conversion is for Common Stock, the Company shall issue and shall deliver at such office or agency to such Holder, or on his written order, (i) a certificate or certificates for the number of full shares issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article, and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion as provided in Section 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be 053113\1008\02764\979QGT85.OTH 47 issued as the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the conversion price in effect on the date upon which such Security shall have been surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption on a date in such period) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 10.2, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 10. If any Security or portion thereof which has been called for redemption on a date during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to the holder of such Security on account of such Security or portion thereof.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Securities in certificated form, the Holder of any Security such Securities to be converted in whole or in part shall surrender such SecuritySecurities, duly endorsed, at an the office or agency maintained by of the Company pursuant to Section 2.3Conversion Agent, accompanied by the funds, if any, required by the last penultimate paragraph of this Section 10.213.02, and shall give written notice of conversion in the form ----- provided on the Securities (or such other notice that which is acceptable to the Company) (the "Conversion Notice") to the Company at such office or agency Conversion Agent that the Holder elects to convert such Security Securities or the portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Xxxxxx's notice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.713.07. Each Security All such ----- Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such SecuritySecurities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder may not withdraw its must complete the appropriate instruction form for conversion notice after receipt of pursuant to the CompanyDepositary's notice of its election regarding conversionbook-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.02 and any transfer taxes if required ----- pursuant to Section 13.07. ----- As promptly as practicable after satisfaction of the surrender requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such Security and requirements for conversion), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the receipt Holder (as if such transfer were a transfer of such notice and funds, if any, as aforesaid, the Securities (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver at such office or agency to such HolderHolder at the office of the Conversion Agent, or on his written order, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security Securities or portion thereof in accordance with the provisions of this Article, Article and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion conversion, as provided in Section 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash13.03. In case any Security Securities of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order Holder of the holder of the Note Securities so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritySecurities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which such Security shall the requirements set forth above in this Section 13.02 have been surrendered satisfied as to such Securities (accompanied by the fundsor ----- portion thereof), if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder Holder of record of the shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute closed, the person or persons in whose name the certificate or certificates for such shares are to be 053113\1008\02764\979QGT85.OTH 47 issued as shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Security Securities shall have been be surrendered. Any Security All Securities or portion portions thereof surrendered for conversion during the period from the close of business on the record date Regular Record Date for any interest payment date Interest Payment Date to the opening close of business on such interest payment date the Business Day next preceding the following Interest Payment Date shall (unless such Security Securities or portion thereof being converted shall have been called for redemption on a date in Redemption Date which occurs during the period from the close of business on such periodRegular Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount Principal Amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 10.213.02, no payment or other adjustment shall be made for interest accrued on any Security ----- Securities converted or for dividends on any shares issued upon the conversion of such Security Securities as provided in this Article 10Article. If any Security Upon the conversion of an interest in Global Securities, the Trustee (or portion thereof which has been called for redemption other Conversion Agent appointed by the Company) shall make a notation on a date during the period from the close of business on the record date for any interest payment date such Global Securities as to the opening reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to any conversions of Securities effected through any Conversion Agent other than the holder of such Security on account of such Security or portion thereofTrustee.

No Adjustment for Interest or Dividends. In order to ------------------------------------------------------------ exercise the conversion privilegeprivilege with respect to any Debenture, the Holder holder of any Security such Debenture to be converted in whole or in part shall surrender such SecurityDebenture, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.35.2, accompanied by the funds, if any, required by the last paragraph of this Section 10.215.2, and shall give written notice of conversion in the form provided on the Securities Debentures (or such other notice that which is acceptable to the Company) to the Company at such office or agency that the Holder holder elects to convert such Security Debenture or the such portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Xxxxxx's notice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.715.7. Each Security such Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such SecurityDebenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after satisfaction of the surrender of such Security and the receipt of such notice and fundsrequirements for conversion set forth above, if any, shares issuable on conversion are to be issued in a name other than that of the Debentureholder (as aforesaid, if such transfer were a transfer of the Debenture or Debentures (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver to such holder at such the office or agency maintained by the Company for such purpose pursuant to such HolderSection 5.2, or on his written order, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security Debenture or portion thereof in accordance with the provisions of this Article, Article and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion conversion, as provided in Section 10.315.3 (which payment, or (b) if the conversion is for cash or a combination of cash and Common Stockany, the Company shall, one business day shall be paid no later than five Business Days after its notice to Holder satisfaction of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the requirements for conversion price for, and all accrued interest on, the Securities being converted to cashset forth above). In case any Security Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2Section 2.3, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note Debenture so surrendered, without charge to him, a new Security Debenture or Securities Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecurityDebenture. Each conversion shall be deemed to have been effected as to any such Debenture (or portion thereof) on the date on which such Security shall the requirements set forth above in this Section 15.2 have been surrendered satisfied as to such Debenture (accompanied by the fundsor portion thereof), if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer -------- ------- books of the Company shall be closed shall constitute the person in whose name the certificates are to be 053113\1008\02764\979QGT85.OTH 47 issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Security Debenture shall have been be surrendered. Any Security Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to through the opening close of business on the Business Day next preceding such interest payment date shall (unless such Security Debenture or portion thereof being converted shall have been called for redemption on and a date in such periodnotice of redemption has been sent to the holders of the Debentures pursuant to Section 3.2) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required paymentDebentures. Except as provided above in this Section 10.215.2, no adjustment shall be made for interest accrued on any Security Debenture converted or for dividends on any shares issued upon the conversion of such Security Debenture as provided in this Article 10. If any Security or portion thereof which has been called for redemption on a date during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to the holder of such Security on account of such Security or portion thereofArticle.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Security in definitive form, the Holder of any such Security to be converted in whole or in part shall surrender such Security, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.33.04, accompanied by the funds, if any, required by the last penultimate paragraph of this Section 10.210.02, and shall give written notice of conversion in the form provided on the Securities (which shall include a confirmation that such conversion shall not violate the provisions of Section 10.11) (or such other notice that which is acceptable to the Company) to the Company at such office or agency that the Holder elects to convert such Security or the such portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock, if any, that Shares which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Xxxxxx's notice of conversionif required, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes required pursuant to Section 10.710.07. Each such Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such Security, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. Holder may not withdraw its In order to exercise the conversion notice after receipt privilege with respect to any interest in a Security in global form, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program, deliver by book-entry delivery an interest in such Security in global form, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by the penultimate paragraph of the Company's notice of its election regarding conversionthis Section 10.02 and any transfer taxes, if required, pursuant to Section 10.07. As promptly as practicable after satisfaction of the surrender requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Securityholder (as if such transfer were a transfer of the Security and the receipt of such notice and funds, if any, as aforesaid, or Securities (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver to such Holder at such the office or agency maintained by the Company for such purpose pursuant to such HolderSection 3.04, or on his written order, (i) a certificate or certificates for the number of full shares Common Shares issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article, Article and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock Share arising upon such conversion conversion, as provided in Section 10.310.03, or and, if applicable, any cash payment pursuant to Section 10.05(k) (b) which payment, if the conversion is for cash or a combination of cash and Common Stockany, the Company shall, one shall be paid no later than five business day days after its notice to Holder satisfaction of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the requirements for conversion price for, and all accrued interest on, the Securities being converted to cashset forth above). In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2Section 2.02, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order Holder of the holder of the Note Security so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as to any such Security (or portion thereof) on the date on which the requirements set forth above in this Section 10.02 have been satisfied as to such Security shall have been surrendered (accompanied by the fundsor portion thereof), if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock Shares shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be 053113\1008\02764\979QGT85.OTH 47 issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Security shall have been be surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to through the opening close of business on the business day next preceding such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption on a date in such period) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 10.210.02, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 10Article. If any Upon the conversion of an interest in a Security or portion thereof which has been called for redemption in global form, the Trustee at the written direction of the Company, shall make a notation on a date during the period from the close of business on the record date for any interest payment date such Security in global form as to the opening of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to reduction in the holder of such Security on account of such Security or portion thereofprincipal amount represented thereby.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilegeprivilege with respect to any Securities in certificated form, the Holder of any Security such Securities to be converted in whole or in part shall surrender such SecuritySecurities, duly endorsed, at an the office or agency maintained by of the Company pursuant to Section 2.3Conversion Agent, accompanied by the funds, if any, required by the last penultimate paragraph of this Section 10.213.02, and shall give written notice of conversion in the form ----- provided on the Securities (or such other notice that which is acceptable to the Company) (the "Conversion Notice") to the Company at such office or agency Conversion Agent that the Holder elects to convert such Security Securities or the portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Xxxxxx's notice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.713.07. Each Security All such ----- Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such SecuritySecurities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder may not withdraw its must complete the appropriate instruction form for conversion notice after receipt of pursuant to the CompanyDepositary's notice of its election regarding conversionbook-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 13.02 and any transfer taxes if required ----- pursuant to Section 13.07. ----- As promptly as practicable after satisfaction of the surrender requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such Security and requirements for conversion), subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the receipt Holder (as if such transfer were a transfer of such notice and funds, if any, as aforesaid, the Securities (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver at such office or agency to such HolderHolder at the office of the Conversion Agent, or on his written order, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security Securities or portion thereof in accordance with the provisions of this Article, Article and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion conversion, as provided in Section 10.3, or (b) if the conversion is for cash or a combination of cash and Common Stock, the Company shall, one business day after its notice to Holder of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the conversion price for, and all accrued interest on, the Securities being converted to cash13.03. In case any Security Securities of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order Holder of the holder of the Note Securities so surrendered, without charge to him, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritySecurities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which such Security shall the requirements set forth above in this Section 13.02 have been surrendered satisfied as to such Securities (accompanied by the fundsor ----- portion thereof), if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder Holder of record of the shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute closed, the person or persons in whose name the certificate or certificates for such shares are to be 053113\1008\02764\979QGT85.OTH 47 issued as shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Security Securities shall have been be surrendered. Any Security All Securities or portion portions thereof surrendered for conversion during the period from the close of business on the record date Regular Record Date for any interest payment date Interest Payment Date to the opening close of business on such interest payment date the Business Day next preceding the following Interest Payment Date shall (unless such Security Securities or portion thereof being converted shall have been called for redemption on a date in Redemption Date which occurs during the period from the close of business on such periodRegular Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount Principal Amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 10.213.02, no payment or other adjustment ----- shall be made for interest accrued on any Security Securities converted or for dividends on any shares issued upon the conversion of such Security Securities as provided in this Article 10Article. If any Security Upon the conversion of an interest in Global Securities, the Trustee (or portion thereof which has been called for redemption other Conversion Agent appointed by the Company) shall make a notation on a date during the period from the close of business on the record date for any interest payment date such Global Securities as to the opening reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to any conversions of Securities effected through any Conversion Agent other than the holder of such Security on account of such Security or portion thereofTrustee.

No Adjustment for Interest or Dividends. In order to ------------------------------------------------------------ exercise the conversion privilegeprivilege with respect to any Note, the Holder holder of any Security such Note to be converted in whole or in part shall surrender such SecurityNote, duly endorsed, at an office or agency maintained by the Company pursuant to Section 2.35.2, accompanied by the funds, if any, required by the last paragraph of this Section 10.215.2, and shall give written notice of conversion in the form provided on the Securities Notes (or such other notice that which is acceptable to the Company) to the Company at such office or agency that at which the Holder holder elects to convert such Security Note or the such portion thereof specified in such said notice, stating . Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock, if any, that Stock which shall be issuable on such conversion shall be issued. So long as the Company's option to convert Securities into cash or a combination of cash , and Common Stock existsshall be accompanied by transfer taxes, then within five business days after receipt of such Xxxxxx's notice of conversion, the Company shall notify such Holder of the Company's election to convert the Securities to cash or, Common Stock, or a combination of cash and Common Stock. Holder shall then deliver to the Company any transfer taxes if required pursuant to Section 10.715.7. Each Security such Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration under of such SecurityNote, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder holder or his duly authorized attorney. Holder may not withdraw its conversion notice after receipt of the Company's notice of its election regarding conversion. As promptly as practicable after satisfaction of the surrender of such Security and the receipt of such notice and fundsrequirements for conversion set forth above, if any, shares issuable on conversion are to be issued in a name other than that of the Noteholder (as aforesaid, if such transfer were a transfer of the Note or Notes (aor portion thereof) if the conversion is for Common Stockso converted), the Company shall issue and shall deliver to such holder at such the office or agency maintained by the Company for such purpose pursuant to such HolderSection 5.2, or on his written order, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security Note or portion thereof in accordance with the provisions of this Article, Article and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion conversion, as provided in Section 10.315.3 and, or if applicable, any cash payment required pursuant to the proviso to the first sentence of Section 15.1 (b) which payment, if the conversion is for cash or a combination of cash and Common Stockany, the Company shall, one business day shall be paid no later than five Business Days after its notice to Holder satisfaction of the Company's election regarding conversion, deposit with Paying Agent money sufficient to pay the requirements for conversion price for, and all accrued interest on, the Securities being converted to cashset forth above). In case any Security Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2Section 2.3, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to him, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected on the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section 10.2) and such notice shall have been received by the Company, as aforesaid, and, if the conversion is for Common Stock, the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be 053113\1008\02764\979QGT85.OTH 47 issued as the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the conversion price in effect on the date upon which such Security shall have been surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption on a date in such period) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. An amount equal to such payment shall be paid by the Company on such interest payment date to the holder of such Security at the close of business on such record date; provided, however, that if the Company shall default in the payment of interest on such interest payment date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 10.2, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 10. If any Security or portion thereof which has been called for redemption on a date during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date is surrendered for conversion during such period, no interest shall be payable to the holder of such Security on account of such Security or portion thereofNote.