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 with respect to any Securities in certificated form, the Holder of any such Securities to be converted in whole or in part shall surrender such Securities, duly endorsed, at the office of the Conversion Agent, accompanied by the funds, if any, required by the penultimate paragraph of this Section 13.02, and shall give written notice of conversion in the form ----- provided on the Securities (or such other notice which is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent that the Holder elects to convert such Securities or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 13.07. All such ----- Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Securities, 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 must complete the appropriate instruction form for conversion pursuant to the Depositary's book-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 requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such 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 Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities or portion thereof in accordance with the provisions of this Article and 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 13.03. In case any Securities of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or ----- portion thereof), and 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 in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become 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 Securities shall be surrendered. All Securities or portions thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Regular 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 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. Except as provided above in this Section 13.02, no payment or other adjustment ----- shall be made for interest accrued on any Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article. Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

No Adjustment for Interest or Dividends. In order to ------------------------------------------------------------ exercise the conversion privilege with respect to any Securities in certificated formDebenture, the Holder holder of any such Securities Debenture to be converted in whole or in part shall surrender such SecuritiesDebenture, duly endorsed, at an office or agency maintained by the office of the Conversion AgentCompany pursuant to Section 5.2, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 13.0215.2, and shall give written notice of conversion in the form ----- provided on the Securities Debentures (or such other notice which is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent office or agency that the Holder holder elects to convert such Securities Debenture or the such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 13.0715.7. All Each such ----- Securities Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such SecuritiesDebenture, 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. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-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 requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such requirements for conversion)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 Holder Debentureholder (as if such transfer were a transfer of the Securities Debenture or Debentures (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder holder at the office of or agency maintained by the Conversion AgentCompany for such purpose pursuant to Section 5.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities Debenture or portion thereof in accordance with the provisions of this Article and 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 13.0315.3 (which payment, if any, shall be paid no later than five Business Days after satisfaction of the requirements for conversion set forth above). In case any Securities Debenture of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.3, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Debenture so surrendered, without charge to him, a new Securities Debenture or Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritiesDebenture. Each conversion shall be deemed to have been effected as to any such Securities Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 15.2 have been satisfied as to such Securities Debenture (or ----- portion thereof), and 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, closed shall constitute the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become as the record Holder 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 in effect on the date upon which such Securities Debenture shall be surrendered. All Securities Any Debenture or portions portion thereof surrendered for conversion during the period from the close of business on the Regular Record Date record date for any Interest Payment Date to interest payment date through the close of business on the Business Day next preceding the following Interest Payment Date such interest payment date shall (unless such Securities Debenture or portion thereof being converted shall have been called for redemption on and a Redemption Date which occurs during the period from the close notice of business on such Regular Record Date redemption has been sent to the close holders of business on the Business Day next preceding the following Interest Payment DateDebentures 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 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 SecuritiesDebentures. Except as provided above in this Section 13.0215.2, no payment or other adjustment ----- shall be made for interest accrued on any Securities Debenture converted or for dividends on any shares issued upon the conversion of such Securities Debenture as provided in this Article. Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilege with respect to any Securities Security in certificated definitive form, the Holder of any such Securities Security to be converted in whole or in part shall surrender such SecuritiesSecurity, duly endorsed, at an office or agency maintained by the office of the Conversion AgentCompany pursuant to Section 3.04, accompanied by the funds, if any, required by the penultimate paragraph of this Section 13.0210.02, 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 which is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent office or agency that the Holder elects to convert such Securities Security or the such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required required, pursuant to Section 13.0710.07. All Each such ----- Securities Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such SecuritiesSecurity, 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 a Security in global form, the Holder beneficial holder must complete the appropriate instruction form for conversion pursuant to the DepositaryDepository'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 Agentconversion agent, and pay the funds, if any, required by the penultimate paragraph of this Section 13.02 10.02 and any transfer taxes taxes, if required ----- required, pursuant to Section 13.0710.07. ----- As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such requirements for conversion)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 Holder Securityholder (as if such transfer were a transfer of the Security or Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of or agency maintained by the Conversion AgentCompany for such purpose pursuant to Section 3.04, a certificate or certificates for the number of full shares of Common Stock Shares issuable upon the conversion of such Securities Security or portion thereof in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock Share arising upon such conversion, as provided in Section 13.0310.03, and, if applicable, any cash payment pursuant to Section 10.05(k) (which payment, if any, shall be paid no later than five business days after satisfaction of the requirements for conversion set forth above). In case any Securities Security of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities 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 SecuritiesSecurity. Each conversion shall be deemed to have been effected as to any such Securities Security (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 10.02 have been satisfied as to such Securities Security (or ----- portion thereof), and 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 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, closed shall constitute the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become as the record Holder 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 in effect on the date upon which such Securities Security shall be surrendered. All Securities Any Security or portions portion thereof surrendered for conversion during the period from the close of business on the Regular Record Date record date for any Interest Payment Date to interest payment date through the close of business on the Business Day business day next preceding the following Interest Payment Date such interest payment date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Regular Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) 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 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. Except as provided above in this Section 13.0210.02, no payment or other adjustment ----- shall be made for interest accrued on any Securities Security converted or for dividends on any shares issued upon the conversion of such Securities Security as provided in this Article. Upon the conversion of an interest in Global Securitiesa Security in global form, the Trustee (or other Conversion Agent appointed by at the written direction of the Company) , shall make a notation on such Global Securities Security in global form as to the reduction in the Principal Amount principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

No Adjustment for Interest or Dividends. In order to ------------------------------------------------------------ exercise the conversion privilege with respect to any Securities in certificated formNote, the Holder holder of any such Securities Note to be converted in whole or in part shall surrender such SecuritiesNote, duly endorsed, at an office or agency maintained by the office of the Conversion AgentCompany pursuant to Section 5.2, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 13.0215.2, and shall give written notice of conversion in the form ----- provided on the Securities Notes (or such other notice which is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent that office or agency at which the Holder holder elects to convert such Securities Note or the such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 13.0715.7. All Each such ----- Securities Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such SecuritiesNote, 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. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-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 requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such requirements for conversion)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 Holder Noteholder (as if such transfer were a transfer of the Securities Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder holder at the office of or agency maintained by the Conversion AgentCompany for such purpose pursuant to Section 5.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities Note or portion thereof in accordance with the provisions of this Article and 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 13.0315.3 and, if applicable, any cash payment required pursuant to the proviso to the first sentence of Section 15.1 (which payment, if any, shall be paid no later than five Business Days after satisfaction of the requirements for conversion set forth above). In case any Securities Note of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.3, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to him, a new Securities Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or ----- portion thereof), and 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 in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become 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 Securities shall be surrendered. All Securities or portions thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Regular 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 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. Except as provided above in this Section 13.02, no payment or other adjustment ----- shall be made for interest accrued on any Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article. Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the TrusteeNote.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilege with respect to any Securities in certificated formprivilege, the Holder of any such Securities Security to be converted in whole or in part shall surrender such SecuritiesSecurity, duly endorsed, at an office or agency maintained by the office of the Conversion AgentCompany pursuant to Section 2.3, accompanied by the funds, if any, required by the penultimate last paragraph of this Section 13.0210.2, and shall give written notice of conversion in the form ----- provided on the Securities (or such other notice which that is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent Company at such office or agency that the Holder elects to convert such Securities Security or the portion thereof specified in said such notice. Such notice shall also state , stating the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock which 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 be accompanied by then deliver to the Company any transfer taxes, if taxes required pursuant to Section 13.0710.7. All such ----- Securities Each Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of under such SecuritiesSecurity, 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 Holder may not withdraw its conversion notice after receipt of the conversion privilege with respect to any interest in Securities in global form, Company's notice of its election regarding conversion. As promptly as practicable after the Holder must complete surrender of such Security and the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, furnish appropriate endorsements receipt of such notice 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 as aforesaid, (a) if required ----- pursuant to Section 13.07. ----- As promptly as practicable after satisfaction of the requirements conversion is for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such 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 Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted)Common Stock, the Company shall issue and shall deliver at such office or agency to such Holder at the office of the Conversion AgentHolder, 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 Securities 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 arising upon such conversion, conversion as provided in Section 13.0310.3, 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 Securities 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 Holder written order of the Securities 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 SecuritiesSecurity. 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 have been surrendered (accompanied by the requirements set forth above in funds, if any, required by the last paragraph of this Section 13.02 10.2) and such notice shall have been satisfied received by the Company, as to such Securities (or ----- portion thereof)aforesaid, and 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, closed shall constitute the person or persons in whose name the certificate or certificates for such shares are to be 053113\1008\02764\979QGT85.OTH 47 issued shall be deemed to have become as 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 Securities Security shall be have been surrendered. All Securities Any Security or portions portion thereof surrendered for conversion during the period from the close of business on the Regular Record Date record date for any Interest Payment Date interest payment date to the close opening of business on the Business Day next preceding the following Interest Payment Date such interest payment date shall (unless such Securities Security or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on date in such Regular Record Date to the close of business on the Business Day next preceding the following Interest Payment Dateperiod) 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 13.0210.2, no payment or other adjustment ----- shall be made for interest accrued on any Securities Security converted or for dividends on any shares issued upon the conversion of such Securities Security as provided in this ArticleArticle 10. Upon If any Security or portion thereof which has been called for redemption on a date during the conversion period from the close of an business on the record date for any interest in Global Securities, payment date to the Trustee (or other Conversion Agent appointed by the Company) shall make a notation opening of business on such Global Securities as interest payment date is surrendered for conversion during such period, no interest shall be payable to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing holder of any conversions such Security on account of Securities effected through any Conversion Agent other than the Trusteesuch Security or portion thereof.

No Adjustment for Interest or Dividends. In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted in whole or in part shall surrender such Securities, duly endorsed, at the office of the Conversion Agent, accompanied by the funds, if any, required by the penultimate paragraph of this Section 13.02, and shall give written notice of conversion in the form ----- provided on the Securities (or such other notice which is acceptable to the Company) (the "Conversion Notice") to the Conversion Agent that the Holder elects to convert such Securities or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 13.07. All such ----- Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Securities, 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 must complete the appropriate instruction form for conversion pursuant to the Depositary's book-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 requirements for conversion set forth above (but in no event later than 3 Business Days after satisfaction of such 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 Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities or portion thereof in accordance with the provisions of this Article and 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 13.03. In case any Securities of a ----- denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or ----- portion thereof), and 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 in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become 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 Securities shall be surrendered. All Securities or portions thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Regular 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 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. Except as provided above in this Section 13.02, no payment or other adjustment ----- shall be made for interest accrued on any ----- Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article. Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.