Common use of Notice of Adjustments of Conversion Rate Clause in Contracts

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.06: (1) The Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 and shall prepare an Officer’s Certificate setting forth (A) the adjusted Conversion Rate, (B) the clause of this Section 14.06 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment and (D) the date as of which such adjustment is effective, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its website. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder of Notes desiring inspection thereof at its office during normal business hours.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.06: as herein provided: (1a) The the Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 2.05 hereof and shall prepare an Officer’s Certificate Officers' Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth (A) the adjusted Conversion Rate, Rate (Bcertified by the Company's independent public accountants or other certified public accountant) the clause of this Section 14.06 pursuant to which such adjustment has been made, and showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment and (D) the date as of which such adjustment is effective, and such certificate shall promptly forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 2.03 hereof; and with each Conversion Agent; and (2b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be provided given by the Company to all holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders and all Holders in the manner provided for in Sections 105 and 106 of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its websiteIndenture. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the The Trustee shall not be deemed to have knowledge notice of any adjustment of change in the Conversion Rate unless and may assume until it receives the Officers' Certificate provided for in the foregoing clause (a) setting forth such change. In the event the independent public accountant, called upon to certify the Officers' Certificate containing the adjusted Conversion Rate, requires the Trustee to agree to the calculations performed in deriving the adjusted Conversion Rate, the Trustee shall so agree only if directed in writing by the Company to do so; it being understood and agreed that the last Conversion Rate Trustee will deliver such letter of which it has knowledge is still agreement in effect. Neither conclusive reliance upon the direction of the Company and the Trustee nor any Conversion Agent makes no independent inquiry as to, and shall be under any duty have no obligation or responsibility with liability in respect to any of, the validity or correctness of such certificate or the information and calculations contained therein, except to exhibit the same to any holder of Notes desiring inspection thereof at its office during normal business hourscalculations.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.06: as herein provided: (1a) The the Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 2.04 hereof and shall prepare an Officer’s Certificate Officers’ Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth (A) the adjusted Conversion Rate, Rate (Bcertified by the Company’s independent public accountants or other certified public accountant) the clause of this Section 14.06 pursuant to which such adjustment has been made, and showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment and (D) the date as of which such adjustment is effective, and such certificate shall promptly forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 2.03 hereof; and with each Conversion Agent; and (2b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be provided given by the Company to all holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders and all Holders in the manner provided for in Sections 106 and 107 of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its websiteIndenture. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the The Trustee shall not be deemed to have knowledge notice of any adjustment of change in the Conversion Rate unless and may assume until it receives the Officers’ Certificate provided for in the foregoing clause (a) setting forth such change. In the event the independent public accountant, called upon to certify the Officers’ Certificate containing the adjusted Conversion Rate, requires the Trustee to agree to the calculations performed in deriving the adjusted Conversion Rate, the Trustee shall so agree only if directed in writing by the Company to do so; it being understood and agreed that the last Conversion Rate Trustee will deliver such letter of which it has knowledge is still agreement in effect. Neither conclusive reliance upon the direction of the Company and the Trustee nor any Conversion Agent makes no independent inquiry as to, and shall be under any duty have no obligation or responsibility with liability in respect to any of, the validity or correctness of such certificate or the information and calculations contained therein, except to exhibit the same to any holder of Notes desiring inspection thereof at its office during normal business hourscalculations.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.06: as herein provided: (1a) The the Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 2.04 hereof and shall prepare an Officer’s Certificate Officers' Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth (A) the adjusted Conversion Rate, Rate (Bcertified by the Company's independent public accountants or other certified public accountant) the clause of this Section 14.06 pursuant to which such adjustment has been made, and showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment and (D) the date as of which such adjustment is effective, and such certificate shall promptly forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 2.03 hereof; and with each Conversion Agent; and (2b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be provided given by the Company to all holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders and all Holders in the manner provided for in Sections 106 and 107 of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its websiteIndenture. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the The Trustee shall not be deemed to have knowledge notice of any adjustment of change in the Conversion Rate unless and may assume until it receives the Officers' Certificate provided for in the foregoing clause (a) setting forth such change. In the event the independent public accountant, called upon to certify the Officers' Certificate containing the adjusted Conversion Rate, requires the Trustee to agree to the calculations performed in deriving the adjusted Conversion Rate, the Trustee shall so agree only if directed in writing by the Company to do so; it being understood and agreed that the last Conversion Rate Trustee will deliver such letter of which it has knowledge is still agreement in effect. Neither conclusive reliance upon the direction of the Company and the Trustee nor any Conversion Agent makes no independent inquiry as to, and shall be under any duty have no obligation or responsibility with liability in respect to any of, the validity or correctness of such certificate or the information and calculations contained therein, except to exhibit the same to any holder of Notes desiring inspection thereof at its office during normal business hourscalculations.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.064.7(a) hereof: (1a) The the Company shall compute the adjusted Applicable Conversion Rate in accordance with this Section 14.06 4.7(a) hereof and shall prepare an Officer’s Officers' Certificate setting forth (A1) the adjusted Applicable Conversion Rate, (B2) the clause of this Section 14.06 4.7(a) pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, (C3) the calculation of such adjustment and (D4) the date as of which such adjustment is effective, and such certificate shall promptly be filed with delivered to the Trustee and with each Conversion AgentAgent (which certificates shall be conclusive evidence of the accuracy of such adjustment absent manifest error); and (2b) upon as soon as practicable after each such adjustment, the Company shall deliver to the Holders a notice stating that the Applicable Conversion Rate has been adjusted and setting forth the adjusted Applicable Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its websiteRate. Unless and until a Responsible Officer of the Trustee shall have received receive an Officer’s Officers' Certificate in accordance with this Section 14.06(g)respect to an adjustment of the Applicable Conversion Rate, the Trustee shall not be deemed to have knowledge of any adjustment of may assume without inquiry that the Applicable Conversion Rate has not been adjusted and may assume that the last Applicable Conversion Rate of which it has knowledge is still remains in effect. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder Holder of Notes Securities desiring inspection thereof at its office during normal business hours. Substantially simultaneously with an adjustment of the Applicable Conversion Rate, the Company will disseminate a press release detailing the new Applicable Conversion Rate and other relevant information.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted as herein provided (other than in the case of an adjustment pursuant to this the second paragraph of Section 14.06: (112.4(h) The for which the notice required by such paragraph has been provided), the Company shall compute promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth the adjusted Conversion Rate in accordance with this Section 14.06 and shall prepare an Officer’s Certificate setting forth (A) the adjusted Conversion Rate, (B) the clause of this Section 14.06 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment . Unless and (D) the date as of which such adjustment is effective, and such certificate shall promptly be filed with until the Trustee and with each any Conversion Agent; and (2) upon each Agent other than the Trustee receive an Officers' Certificate setting forth an adjustment to the Conversion Rate, the Trustee and such adjustmentConversion Agent may assume without inquiry that the Conversion Rate has not and is not required to be adjusted and that the last Conversion Rate of which the Trustee and such Conversion Agent have knowledge remains in effect. Promptly after delivery of such Officers' Certificate, the Company shall prepare a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be requiredand the date on which each adjustment becomes effective, and as soon as practicable after it is required, shall mail such notice shall be provided by to each Holder at the Company to all holders address of such Holder as it appears in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders Register within 20 days of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the effective date of such adjustment. The Company will shall also issue a press release and publish the this information on its website. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the Trustee Failure to deliver such notice shall not be deemed to have knowledge affect the legality or validity of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effectsuch adjustment. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder Holder of Notes Securities desiring inspection thereof at its office during normal business hours.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.068.05 hereof: (1a) The Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 8.05 hereof and shall prepare an Officer’s Certificate setting forth (A1) the adjusted Conversion Rate, (B2) the clause of this Section 14.06 8.05 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, (C3) the calculation of such adjustment and (D4) the date as of which such adjustment is effective, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all holders Holders in accordance with Section 14.1113.02. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders Holders of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.068.01, the Company will issue a press release and publish the information on its website. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder Holder of Notes desiring inspection thereof at its office during normal business hours.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to this Section 14.0613.05 hereof: (1a) The Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 13.05 hereof and shall prepare an Officer’s Certificate setting forth (A1) the adjusted Conversion Rate, (B2) the clause of this Section 14.06 13.05 pursuant to which such adjustment has been made, showing in reasonable detail the facts upon which such adjustment is based, (C3) the calculation of such adjustment and (D4) the date as of which such adjustment is effective, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2b) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all holders Holders in accordance with Section 14.1112.02. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders Holders of the Notes Debentures are or will be entitled to convert the Notes Debentures in accordance with this Section 14.0613.01, the Company will issue a press release and publish the information on its website. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any holder Holder of Notes Debentures desiring inspection thereof at its office during normal business hours.

Notice of Adjustments of Conversion Rate. Whenever the Conversion ---------------------------------------- Rate is adjusted pursuant to this Section 14.06as herein provided: (1) The the Company shall compute the adjusted Conversion Rate in accordance with this Section 14.06 8.4 and shall prepare an Officer’s Certificate a certificate signed by the Chief Financial Officer of the Company setting forth (A) the adjusted Conversion Rate, (B) the clause of this Section 14.06 pursuant to which such adjustment has been made, Rate and showing in reasonable detail the facts upon which such adjustment is based, (C) the calculation of such adjustment and (D) the date as of which such adjustment is effective, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all holders Holders in accordance with Section 14.11. Moreover, upon any determination by the Company, the Conversion Agent or the Trustee that holders 13.12 of the Notes are or will be entitled to convert the Notes in accordance with this Section 14.06, the Company will issue a press release and publish the information on its website. Unless and until a Responsible Officer of the Trustee shall have received an Officer’s Certificate in accordance with this Section 14.06(g), the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effectSubordinated Indenture. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or notice or the information and calculations contained therein, except to exhibit the same to any holder Holder of Notes Securities desiring inspection thereof at its the Corporate Trust Office and such office or agency maintained for the purpose of conversion of Securities pursuant to Section 4.03 of the Indenture during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.