Common use of Notice of Certain Corporate Action Clause in Contracts

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e13.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.02 of the Indenture, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a13.06(a) or 12.06(b13.06(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case, as allowed by this Debenture: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares Capital Stock, other than cash dividends payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)from current earnings; or (b) the Company shall authorize the granting to all holders of its Common Capital Stock of rights, (i) rights or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class class, or of (ii) any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Capital Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Capital Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for in the purpose minute book of conversion of Notes pursuant to Section 9.02, the Company and shall cause to be mailed to all Holders the Holder of this Debenture at their the Holder's last addresses as they shall appear address appearing in the Note Register, at least 20 30 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Capital Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Common Capital Stock of record shall be entitled to exchange their shares of Common Capital Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock take an action that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d1304(b), (c), (d) or 12.04(e(e); or (b) the Company shall authorize grant to the granting to all holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed shares of capital stock or options for capital stock issued pursuant to any stockholder a benefit plan for employees, officers or directors of the Company and excluding rights planor warrants described in the provisos to Sections 1304(b) and 1304(c)); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the properties and assets of the CompanyCompany as an entirety or substantially as an entirety to any Person; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or exchange offerthe amount or type of consideration being offered therefor); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.021002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a), (b) or 12.06(b(e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants rights or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to who will be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 1306.

Notice of Certain Corporate Action. In casethe event: (a) that the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)Stock; or (b) that the Company shall authorize the granting to all the holders of its Common Stock generally of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of the occurrence of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) that the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall notify the Trustee and cause to be filed at each office or agency maintained for the purpose of conversion of Notes securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders of Registered Securities at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: : (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than (i) exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) 1605; or 12.04(e); or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance, lease, sale or transfer of all or substantially all of the assets of the Company; or or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.021002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken betaken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, lease, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, lease, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 1607. If at the time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at the Corporate Trust Office and each office or (z) agency maintained for the date on which such purpose of conversion of Securities pursuant to Section 1002, and shall cause to be provided to all Holders in accordance with Section 106, notice of any tender offer commenced, by the date on which Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).public generally

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); oror -------- (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.02, and shall ---- cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, -------- -------- effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) 11.4; or 12.04(e); or------------ (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock)Company, or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.029.2, and shall cause ----------- to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days ----------- (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 11.6. If at the time the Trustee shall not be the ------------ Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at each office or (z) agency maintained for the date on which such purpose of conversion of Securities pursuant to Section 9.2, and shall ----------- cause to be provided to all Holders in accordance with Section 1.6, notice of ----------- any tender offer commenced, by the date on which Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto)public generally.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)otherwise than exclusively in cash; or (b) the Company shall authorize the granting to all the holders of its Common Stock Shares of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights planemployee stock options); or (c) of any reclassification of the Common Stock Shares of the Company (other than a subdivision or combination of its outstanding shares of Common StockShares), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or; (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock Shares (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.0210.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, at least 20 twenty (20) days (or 10 ten (10) days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice (which shall be in the form of an Officers' Certificate in the case of the notice delivered to the Trustee) stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock Shares of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (5) of Section 12.04(d) or 12.04(e)4.04; or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Series 8-3/4% Notes pursuant to Section 9.0210.2 of the Indenture, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In casecase at any time after 20 Business Days preceding the Initial Conversion Date: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation otherwise than in cash out of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)its retained earnings; or (b) the Company shall authorize the granting to all the holders of its Common Stock Shares of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock Shares of the Company (other than a subdivision or combination of its outstanding shares of Common StockShares), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders at their respective last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(aClause (a) or 12.06(b(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock Shares of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); oror -------- (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.02, ---- and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, -------- -------- effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In casethe event: (a) that the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)Stock; or (b) that the Company shall authorize the granting to all the holders of its Common Stock generally of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of the occurrence of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); . then the Company shall notify the Trustee and cause to be filed at each office or agency maintained for the purpose of conversion of Notes securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders of Registered Securities which are subject to the provisions of this Article Sixteen, at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case:: ---------------------------------- (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an a Conversion Price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (d) (i) of Section 12.04(d) or 12.04(e)13.04; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights (excluding rights distributed shares of Capital Stock or options for Capital Stock issued pursuant to any stockholder rights plana benefit plan for employees, officers or directors of the Company); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of such Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer (other than an exchange offer contemplated by clause (c) above) for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offeroffer to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.024.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, at least 20 21 days (or 10 11 days in any case specified in clause 12.06(a(a), (b) or 12.06(b(e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of its Common Stock of record to who will be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of its Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, 115 dissolution, liquidation or winding up, or (z) the date on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 12.06.

Notice of Certain Corporate Action. In case: (a) the Company Issuer shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)12.4; or (b) the Company Issuer shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed that would require any adjustment pursuant to any stockholder rights plan)Section 12.4; or (c) of any reclassification of the Common Stock of the Company Issuer (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company Issuer is a party and for which approval of any stockholders shareholders of the Company Issuer is required, or of the sale or transfer of all or substantially all of the assets of the CompanyIssuer; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyIssuer; or (e) the Company Issuer or any Subsidiary subsidiary of the Company Issuer shall commence a tender or exchange offer for all or a portion of the CompanyIssuer's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, saleshare exchange, transfer, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. If at the time the Trustee shall not be the Conversion Agent, or (z) a copy of such notice and any notice referred to in the date on which such tender offer commencedfollowing paragraph shall also forthwith be filed by the Issuer with the Trustee. The preceding paragraph to the contrary notwithstanding, the date on which such tender offer is scheduled Issuer shall cause to expire unless extended, be filed at each office or agency maintained for the consideration offered and the other material terms thereof (or the material terms purpose of any amendment thereto).conversion of Securities pursuant to

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)12.9; or (b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease (other than a mere grant of security interest) of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above and 30 days for clause (c) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, determined or (yii) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall will be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The Company shall cause to be filed at the Corporate Trust Office and each office or (z) agency maintained for the date on which such purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer commenced, by the date on which Company or any Subsidiary for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto)public generally.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (5) of Section 12.04(d) or 12.04(e)13.04; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights planemployee stock options); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) 12.04; or 12.04(e); or 95 103 (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed that would require any adjustment pursuant to any stockholder rights plan)Section 12.04; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.06, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, saleshare exchange, conveyance, transfer, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed at each office or (z) agency maintained for the date on which such purpose of 96 104 conversion of Securities pursuant to Section 10.02, and shall cause to be provided to all Holders in accordance with Section 1.06, notice of any tender offer commenced, by the date on which Company or any subsidiary of the Company for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and public generally (such notice to be sent to all Holders within five days after receipt of such notice by the other material terms thereof (Trustee or Conversion Agent from the material terms of any amendment theretoCompany).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (5) of Section 12.04(d) or 12.04(e)4.04; or (b) the Company or any Guarantor shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company or any Guarantor is a party and for which approval of any stockholders of the Company or such Guarantors is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Guarantor; or or (d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of the Company; or or (e) the Company or any Subsidiary of the Company Guarantor shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Series 6-1/2% Notes pursuant to Section 9.0210.2 of the Indenture, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's ’s outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto) (provided that the Company shall make public disclosure thereof prior to or contemporaneously with such notice to the Holders).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Stock that would require an adjustment to the number payable otherwise than in cash out of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)its retained earnings; or (b) the Company shall authorize the granting to all the holders of its the Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall (i) if any Preferred Securities are outstanding, cause to be filed at each office or agency maintained with the Property Trustee and the transfer agent for the purpose of conversion of Notes pursuant to Section 9.02Preferred Securities, and shall cause to be mailed to all holders of record of the Preferred Securities at their last addresses as they shall appear in the Preferred Securities register of the Trust, or (2) cause to be mailed to all Holders at their last addresses as they shall appear in the Note Debenture Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (xy) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (yz) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, up (but no failure to mail such notice or (z) any defect therein or in the date on which mailing thereof shall affect the validity of the corporate action required to be specified in such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment theretonotice).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (5) of Section 12.04(d) or 12.04(e)13.04; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights planemployee stock options); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case:: ---------------------------------- (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number payable other than a dividend payable in cash out of Base Shares payable on its retained earnings at a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation rate not in excess of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a $0.07 per share of Common Stock pursuant to Section 12.04(d) or 12.04(e)per quarter; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock)Company, or of any consolidation or merger to which the Company is a party and for which approval of any of its stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for delivered to the purpose of conversion of Notes pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, Holder at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice describing such event in reasonable detail and stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of record of such Company's Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of record of the Company's Common Stock of record shall be entitled to exchange their shares of Common Stock of the Company for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)12.4; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed that would require any adjustment pursuant to any stockholder rights plan)Section 12.4; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected the right to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which make tenders under such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).expires or

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (e) of Section 12.04(d) or 12.04(e)11.04; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights (excluding rights distributed shares of Capital Stock or options for Capital Stock issued pursuant to any stockholder rights plana benefit plan for employees, officers or directors of the Company); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer (other than an exchange offer contemplated by clause (c) above) for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offeroffer to change the maximum number of shares being sought or the amount or type of consideration being offered (including by exchange) therefor); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.024.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 21 days (or 10 11 days in any case specified in clause 12.06(a(a), (b) or 12.06(b(e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to who will be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender or exchange offer (other than an exchange offer contemplated by clause (y) above) commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 11.06.

Notice of Certain Corporate Action. In casethe event: (a) that the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)Stock; or (b) that the Company shall authorize the granting to all the holders of its Common Stock generally of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock Capital Stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of the occurrence of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); . then the Company shall notify the Trustee and cause to be filed at each office or agency maintained for the purpose of conversion of Notes securities pursuant to Section 9.0210.02, and shall cause to be mailed to all Holders of Registered Securities which are subject to the provisions of this Article Seventeen, at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.02, ---- and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, -------- -------- effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)12.4; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed that would require any adjustment pursuant to any stockholder rights plan)Section 12.4; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); 95 105 then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, saleshare exchange, conveyance, transfer, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed at each office or (z) agency maintained for the date on which such purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer commenced, by the date on which Company or any subsidiary of the Company for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and public generally (such notice to be sent to all Holders within five days after receipt of such notice by the other material terms thereof (Trustee or Conversion Agent from the material terms of any amendment theretoCompany).

Notice of Certain Corporate Action. In casecase at any time after February 20, 1986: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number payable otherwise than in cash out of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)its earned surplus; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.021002, and shall cause to be mailed to all Registered Holders at their last addresses as they shall appear in the Note RegisterSecurity Register and shall publish (but only once) in accordance with Section 106, in each case, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, effective or expiration record date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)1404; or (b) the Company shall authorize the granting to all the holders of its Common Stock generally of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock)Company, or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed filed, or the Company shall cause the Trustee to cause to be filed, at each office or agency maintained for the purpose of conversion of Notes 4.50% Debentures pursuant to Section 9.021002, and the Company shall cause to be mailed provided, or the Company shall cause the Trustee to cause to be provided, to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 106, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (e) of this Section 1406. If at the time the Trustee shall not be a Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed, or (z) the date on which such Company shall cause the Trustee to cause to be filed, at each office or agency maintained for the purpose of conversion of 4.50% Debentures pursuant to Section 1002, and the Company shall cause to be provided, or the Company shall cause the Trustee to cause to be provided, to all Holders in accordance with Section 106, notice of any tender offer commenced, by the date Company or any Subsidiary for all or any portion of the Common Stock on which or after the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto)public generally.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)8.04; or (b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause deliver written notice to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02Conversion Agent, and shall deliver or cause its Agents to be mailed deliver, to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 13.02, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 8.06. The Company shall deliver to the Conversion Agent, and shall deliver or (z) the date on which such cause its Agents to deliver to all Holders in accordance with Section 13.02, notice of any tender offer commenced, by the date on which Company or any of its Subsidiaries for all or any portion of the Common Stock at or about the time that such notice of tender offer is scheduled provided to expire unless extendedthe public generally. At any time that the Trustee is not also the Conversion Agent, the consideration offered and the other material terms thereof (or the material terms Company shall forthwith deliver a copy of any amendment thereto)notice required pursuant to this Section 8.06 to the Trustee.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash and (ii) exclusively in cash in an amount that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to paragraph (e) of Section 12.04(d) or 12.04(e)13.4; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation consolidation, or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or exchange offerthe amount or type of consideration being offered therefor); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.0210.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, at least 20 twenty-one (21) days (or 10 eleven days in any case specified in clause 12.06(a(a), (b) or 12.06(b(c) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, saleshare exchange, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, . Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (za) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof through (or the material terms e) of any amendment thereto)this Section 13.6.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's ’s outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (ai) the Company shall declare a dividend (or take any other distribution) on its Common Stock action that would require cause an adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (cii) of any reclassification of the Common Stock of the Company (other than a subdivision consolidation, merger or combination of its outstanding shares of Common Stock), or of any consolidation or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (diii) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at the Corporate Trust Office and each other office or agency maintained for the purpose of conversion of Notes Exchange Debentures pursuant to Section 9.02, 1002 and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 15 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their shares of Class A Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in subclauses (i) through (iii) of this clause (f). If at the time the Trustee shall not be the conversion agent, or (z) a copy of such notice shall also forthwith be filed by the date on which such tender offer commenced, Company with the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto)Trustee.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e); or (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's ’s outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)1404; or (b) the Company shall authorize the granting to all the holders of its Common Stock generally of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock)Company, or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed filed, or the Company shall cause the Trustee to cause to be filed, at each office or agency maintained for the purpose of conversion of Notes ____% Debentures pursuant to Section 9.021002, and the Company shall cause to be mailed provided, or the Company shall cause the Trustee to cause to be provided, to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 106, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (e) of this Section 1406. If at the time the Trustee shall not be a Conversion Agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed, or (z) the date on which such Company shall cause the Trustee to cause to be filed, at each office or agency maintained for the purpose of conversion of ____% Debentures pursuant to Section 1002, and the Company shall cause to be provided, or the Company shall cause the Trustee to cause to be provided, to all Holders in accordance with Section 106, notice of any tender offer commenced, by the date Company or any Subsidiary for all or any portion of the Common Stock on which or after the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto)public generally.

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment to the number payable otherwise than in cash out of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)its retained earnings; or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan)rights; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed with the Agent and at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02Securities, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 days (or 10 days in any case specified in clause 12.06(a) or 12.06(b) above) prior to the applicable record, record or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or granting of rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an a Conversion Rate adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e8.04(e); oror ------- (b) the Company shall authorize the granting to all holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed pursuant to any stockholder rights plan); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender or exchange offer); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note RegisterHolder, at least 20 days (or 10 days in any case specified in clause 12.06(a8.06(a) or 12.06(b8.06(b) above) prior to ------- ------- the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on all or substantially all of its Common Stock Shares payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require an any adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d) or 12.04(e)12.4; or (b) the Company shall authorize the granting to all the holders of its Common Stock Shares of rights, options or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed that would require any adjustment pursuant to any stockholder rights plan)Section 12.4; or (c) of any reclassification of the Common Stock Shares of the Company (other than a subdivision or combination of its outstanding shares of Common StockShares), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock Shares (or shall amend any such tender or exchange offer); or (f) of the split-up of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes Securities pursuant to Section 9.0210.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Note Registeraccordance with Section 1.6, at least 20 days (or 10 days in any case specified in clause 12.06(a(a) or 12.06(b(b) above) prior to the applicable record, expiration or effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of distribution, rights, warrants 130 143 options or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock Shares of record to be entitled to such dividend, distribution, rights, options or warrants or options are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (yz) the date on which such reclassification, consolidation, merger, salesplit-up, share exchange, transfer, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, split-up, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed by the Company with the Trustee. The preceding paragraph to the contrary notwithstanding, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of (zi) the date on which such any tender offer commenced, by the date on which Company or any Subsidiary for all or any portion of the Common Shares at or about the time that such notice of tender offer is scheduled provided to expire unless extended, the consideration offered and public generally or (ii) any split-up of the other material terms thereof Company at or about the time notice is given in a Netherlands newspaper of the fact that a proposal to split-up has been filed with the trade register of The Netherlands (such notice to be sent to all Holders within five days after receipt of such notice by the Trustee or Conversion Agent from the material terms of any amendment theretoCompany).

Notice of Certain Corporate Action. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock take an action that would require an a conversion price adjustment to the number of Base Shares payable on a voluntary conversion or Auto-Conversion, the Auto-Conversion Price, the Threshold Price or any calculation of a simple average of daily volume-weighted average prices, or the simple average of the Closing Prices, of a share of Common Stock pursuant to Section 12.04(d1304(c), (d), (e) or 12.04(e(f); or (b) the Company shall authorize the granting to all the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any shares of capital stock of any class or of any other rights (excluding rights distributed shares of capital stock or options for capital stock issued pursuant to any stockholder rights plana benefit plan for employees, officers or directors of the Company); or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its the outstanding shares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or exchange offerthe amount or type of consideration being offered therefor); then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Notes pursuant to Section 9.021002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Note Security Register, at least 20 21 days (or 10 11 days in any case specified in clause 12.06(a(a), (b) or 12.06(b(e) above) prior to the applicable record, effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants rights or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to who will be entitled to such dividend, distribution, rights, rights or warrants or options are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 1306.