Common use of Notice of Optional Redemption; Selection of Securities Clause in Contracts

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Paying Agent) to the date the notice of redemption is to be delivered accompanied by an Officers’ Certificate, the Trustee in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such redemption not fewer than 30 calendar days nor more than 60 calendar days prior to the Redemption Date to each Holder of Securities so to be redeemed in whole or in part at its last address as the same appears on the Security Register, setting forth the information to be stated in such notice as provided in Section 1104 of the Base Indenture. If fewer than all the Securities are to be redeemed, the notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any). In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. (b) Whenever any Securities are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.02, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the Redemption Price; provided, however, that neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to with the Company in writing. (d) In the event the Company elects to redeem less than all of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with policies and procedures of The Depository Trust Company.

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.014.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Paying Agent) to the date the notice of redemption is to be delivered accompanied by an Officers’ Officer’s Certificate, the Trustee in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such redemption not fewer than 30 calendar days nor more than 60 calendar days prior to the Redemption Date to each Holder of Securities so to be redeemed in whole or in part at its last address as the same appears on the Debt Security Register, setting forth the information to be stated in such notice as provided in Section 1104 4.04 of the Base Indenture. If fewer than all the Securities are to be redeemed, the notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any). In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. (b) Whenever any Securities are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.024.02, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 4.02 in excess of amounts required hereunder to pay the Redemption Price; provided, however, that neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to with the Company in writing. (dc) In the event the Company elects to redeem less than all of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with policies and procedures of The Depository Trust Company.

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.0114.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Paying AgentTrustee) to the date the notice of redemption is to be delivered accompanied by an Officers’ Certificatefixed for redemption, the Trustee in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice of such redemption not fewer than 30 calendar days thirty (30) nor more than 60 calendar sixty (60) days prior to the Redemption Date redemption date to each Holder of Securities so Securityholder to be redeemed in as a whole or in part at its last address as the same appears on the Security Register; PROVIDED that if the Company shall give such notice, setting forth it shall also give written notice of the information redemption date to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Securityholder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Security called for redemption. Each such notice of redemption shall specify the aggregate principal amount of Securities to be stated in such notice as provided in Section 1104 redeemed, the CUSIP number or numbers of the Base IndentureSecurities being redeemed, the date fixed for redemption (which shall be a Business Day), the redemption price at which Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that Interest accrued and unpaid to the date fixed for redemption will be paid as specified in said notice, and that on and after said date Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Securities or portions thereof into Common Stock will expire. If fewer than all the Securities are to be redeemed, the notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any). In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. . Prior to 10:00 a.m. (bNew York City time) Whenever any Securities are to be redeemed, on the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 3.0214.02, the Company shall will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in the Base IndentureSection 3.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchangeconversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to and unpaid Interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such redemption date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 3.02 14.02 in excess of amounts required hereunder to pay the Redemption Price; providedredemption price and accrued and unpaid Interest to, howeverbut excluding, that neither the redemption date. If any Security called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee nor or any paying agent or so segregated and held in trust for the Paying Agent redemption of such Security shall be under any liability for interest on any money received by it hereunder except as otherwise agreed paid to with the Company in writing. (d) In upon its written request, or, if then held by the event Company, shall be discharged from such trust. Whenever any Securities are to be redeemed, the Company elects will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such shorter period of time as may be acceptable to redeem the Trustee) prior to the redemption date as to the aggregate principal amount of Securities to be redeemed. If less than all of the outstanding Securities are to be redeemed, the Trustee shall select the Securities or portions of the Global Security or the Securities in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial redemption is submitted for conversion in part after such selection, the portion of such Security submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Securities (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Securities, the particular Securities to be redeemed will be selected by Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Securities as are unconverted and outstanding at the time of redemption, treat as outstanding any Securities surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a 61 notice of redemption and may (but need not) treat as outstanding any Security authenticated and delivered during such period in accordance with policies and procedures exchange for the unconverted portion of The Depository Trust Companyany Security converted in part during such period.

Notice of Optional Redemption; Selection of Securities. (a) In the case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request in an Officer’s Certificate received by the Trustee and the Paying Agent not fewer less than five 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Paying Agent) to the date the notice of redemption is to be delivered accompanied by an Officers’ CertificateTrustee), the Trustee Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than 30 calendar days 45 nor more than 60 calendar days 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder of Securities so to be redeemed as a whole or in part; provided however that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (b) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of any of the Securities designated for redemption as a whole or in part at its last address as shall not affect the same appears validity of the proceedings for the redemption of any of the other Securities. (c) Each Redemption Notice shall specify: (1) the Redemption Date; (2) the Redemption Price; (3) that on the Security RegisterRedemption Date, setting forth the information Redemption Price will become due and payable upon each of the Securities to be stated in redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (4) the place or places where such notice as provided in Section 1104 of the Base Indenture. If fewer than all the Securities are to be redeemedsurrendered for payment of the Redemption Price; (5) that Holders may surrender their Securities for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date; (6) the procedures a converting Holder must follow to convert its Securities and the settlement method; (7) the Conversion Rate and, if applicable, the notice number of redemption shall identify Additional Shares added to the Securities to be redeemed Conversion Rate in accordance with Section 10.05; (including CUSIP 8) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Securities; and (9) in any case any a Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will shall be issued, which principal amount must be $1,000 or a multiple thereof. A Redemption Notice shall be irrevocable. An Optional Redemption may not be conditional. (bd) Whenever any If fewer than all of the outstanding Securities are to be redeemed, the Company shall give Trustee will select the Securities to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, in accordance with the Paying Agent written notice Depositary’s applicable procedures. If any Security selected for partial redemption is submitted for conversion in part after such selection, the portion of the Redemption DateSecurity submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, together with an Officers’ Certificate as subject, in the case of Securities represented by a Global Security, to the Depositary’s applicable procedures. If the Company elects to redeem fewer than all of the outstanding Securities, at least $75,000,000 aggregate principal amount of Securities must be outstanding and not subject to be redeemedredemption as of, not fewer than 15 calendar days prior to and after giving effect to, delivery of the relevant Redemption Date. Notice (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.02such requirement, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the “Partial Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the Redemption Price; provided, however, that neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to with the Company in writingLimitation”). (d) In the event the Company elects to redeem less than all of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with policies and procedures of The Depository Trust Company.

Notice of Optional Redemption; Selection of Securities. (a) In the case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee and the Paying Agent not fewer less than five 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Paying Agent) to the date the notice of redemption is to be delivered accompanied by an Officers’ CertificateTrustee), the Trustee Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than 30 calendar days nor more than 60 calendar days prior to the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder of Securities so to be redeemed as a whole or in part; provided however that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day. (a) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of any of the Securities designated for redemption as a whole or in part at its last address as shall not affect the same appears validity of the proceedings for the redemption of any of the other Securities. (b) Each Redemption Notice shall specify: (1) the Redemption Date; (2) the Redemption Price; (3) that on the Security RegisterRedemption Date, setting forth the information Redemption Price will become due and payable upon each of the Securities to be stated in redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (4) the place or places where such notice as provided in Section 1104 of the Base Indenture. If fewer than all the Securities are to be redeemedsurrendered for payment of the Redemption Price; (5) that Holders may surrender their Securities for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date; (6) the procedures a converting Holder must follow to convert its Securities and the settlement method; (7) the Conversion Rate and, if applicable, the notice number of redemption shall identify Additional Shares added to the Securities to be redeemed Conversion Rate in accordance with Section 10.05; (including CUSIP 8) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Securities; and (9) in any case any a Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will shall be issued, which principal amount must be $1,000 or a multiple thereof. A Redemption Notice shall be irrevocable. (bc) Whenever any If fewer than all of the outstanding Securities are to be redeemed, the Company shall give Trustee will select the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.02, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the Redemption Price; provided, however, that neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to with the Company in writing. (d) In the event the Company elects to redeem less than all of the Securities, the particular Securities to be redeemed will be selected (in principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Security selected for partial redemption is submitted for conversion in accordance with policies and procedures part after such selection, the portion of The Depository Trust Companythe Security submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in the case of Securities represented by a Global Security, to the Depositary’s applicable procedures.

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee and the Paying Agent not fewer than five at least three Business Days prior to notification of the Holders (or such shorter period of time as may be acceptable to the Paying AgentTrustee) to the date the notice of redemption is to be delivered accompanied by an Officers’ CertificateCertificate containing the information requested by this Section 3.02, the Trustee Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than 30 calendar days 55 nor more than 60 calendar days 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent and each Holder of Securities so to be redeemed as a whole or in part. However, if the Company is then otherwise permitted to settle conversions of Securities by Physical Settlement (and, for the avoidance of doubt, has not irrevocably agreed to settle by some other Settlement Method) and, in accordance with the provisions of Section 4.02(a)(iii), the Company elects to settle all conversions of Securities with a Conversion Date that occurs on or after the date the Company sends such Redemption Notice and before the related Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day not less than 15 calendar days nor more than 65 Scheduled Trading Days after the date the Company sends such Redemption Notice. The Redemption Date must be a Business Day, and the Company may not send a Redemption Notice on or after the 65th Scheduled Trading Day immediately preceding the Maturity Date. (a) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Security designated for redemption as a whole or in part at its last address as shall not affect the same appears validity of the proceedings for the redemption of any other Security. (b) Each Redemption Notice shall identify the Securities and specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Security Register, setting forth the information to be stated in redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (iv) the place or places where such notice as provided in Section 1104 of the Base Indenture. If fewer than all the Securities are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Securities for conversion on account of such Redemption Notice at any time prior to the close of business on the Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Securities and the Settlement Method and, if applicable, Observation Period and Specified Dollar Amount that will apply to all conversions of Securities on or prior to the close of business on the Business Day immediately preceding the Redemption Date; (vii) the Conversion Rate and, if applicable, the notice number of redemption shall identify additional shares added to the Securities to be redeemed Conversion Rate in accordance with Section 4.03; (including CUSIP viii) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Securities; and (ix) in case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will shall be issued. (b) Whenever any Securities are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 3.02, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the Redemption Price; provided, however, that neither the Trustee nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to with the Company in writing. (d) In the event the Company elects to redeem less than all of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance with policies and procedures of The Depository Trust Company.

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.0114.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Paying AgentTrustee) to the date the notice of redemption is to be delivered accompanied by an Officers’ Certificatefixed for redemption, the Trustee in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice of such redemption not fewer than 30 calendar days twenty (20) nor more than 60 calendar sixty (60) days prior to the Redemption Date redemption date to each Holder holder of Securities so to be redeemed in as a whole or in part at its last address as the same appears on the Security Register; provided that if the Company shall give such notice, setting forth it shall also give written notice of the information redemption date to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Security called for redemption. Each such notice of redemption shall specify the aggregate principal amount of Securities to be stated in such notice as provided in Section 1104 redeemed, the CUSIP number or numbers of the Base IndentureSecurities being redeemed, the date fixed for redemption (which shall be a Business Day), the redemption price at which Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that Interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and Conversion Price and the date on which the right to convert such Securities or portions thereof into Common Shares will expire. If fewer than all the Securities are to be redeemed, the notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any). In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. (b) Whenever any Securities are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 3.0214.02, the Company shall will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in the Base IndentureSection 3.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchangeconversion into Common Shares) at the appropriate Redemption Priceredemption price, together with accrued interest to Interest to, but excluding, the Redemption Dateredemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 10:00 a.m., a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 3.02 14.02 in excess of amounts required hereunder to pay the Redemption Price; providedredemption price and accrued interest to, howeverbut excluding, that neither the redemption date. If any Security called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee nor or any paying agent or so segregated and held in trust for the Paying Agent redemption of such Security shall be under any liability for interest on any money received by it hereunder except as otherwise agreed paid to with the Company in writing. (d) In upon its written request, or, if then held by the event Company, shall be discharged from such trust. Whenever any Securities are to be redeemed, the Company elects will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such shorter period of time as may be acceptable to redeem the Trustee) prior to the redemption date as to the aggregate principal amount of Securities to be redeemed. If less than all of the outstanding Securities are to be redeemed, the Trustee shall select the Securities or portions thereof of the Global Security or the Securities in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial redemption is submitted for conversion in part after such selection, the portion of such Security submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Securities (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Securities, the particular Securities to be redeemed will be selected by Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Securities as are unconverted and outstanding at the time of redemption, treat as outstanding any Securities surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Security authenticated and delivered during such period in accordance with policies and procedures exchange for the unconverted portion of The Depository Trust Companyany Security converted in part during such period.

Notice of Optional Redemption; Selection of Securities. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Securities pursuant to Section 3.0114.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Paying AgentTrustee) to the date the notice of redemption is to be delivered accompanied by an Officers’ Certificatefixed for redemption, the Trustee in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice of such redemption not fewer than 30 calendar days thirty (30) nor more than 60 calendar sixty (60) days prior to the Redemption Date redemption date to each Holder of Securities so Securityholder to be redeemed in as a whole or in part at its last address as the same appears on the Security Register; PROVIDED that if the Company shall give such notice, setting forth it shall also give written notice of the information redemption date to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Securityholder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Security called for redemption. Each such notice of redemption shall specify the aggregate principal amount of Securities to be stated in such notice as provided in Section 1104 redeemed, the CUSIP number or numbers of the Base IndentureSecurities being redeemed, the date fixed for redemption (which shall be a Business Day), the redemption price at which Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that Interest accrued and unpaid to the date fixed for redemption will be paid as specified in said notice, and that on and after said date Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Securities or portions thereof into Common Stock will expire. If fewer than all the Securities are to be redeemed, the notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any)) . In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. . Prior to 10:00 a.m. (bNew York City time) Whenever any Securities are to be redeemed, on the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Securities to be redeemed, not fewer than 15 calendar days prior to the Redemption Date. (c) On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 3.0214.02, the Company shall will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in the Base IndentureSection 3.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities (or portions thereof) so called for redemption (other than those theretofore surrendered for exchangeconversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to and unpaid Interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 10:00 a.m., New York City time, on such redemption date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 3.02 14.02 in excess of amounts required hereunder to pay the Redemption Price; providedredemption price and accrued and unpaid Interest to, howeverbut excluding, that neither the redemption date. If any Security called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee nor or any paying agent or so segregated and held in trust for the Paying Agent redemption of such Security shall be under any liability for interest on any money received by it hereunder except as otherwise agreed paid to with the Company in writing. (d) In upon its written request, or, if then held by the event Company, shall be discharged from such trust. Whenever any Securities are to be redeemed, the Company elects will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such shorter period of time as may be acceptable to redeem the Trustee) prior to the redemption date as to the aggregate principal amount of Securities to be redeemed. If less than all of the outstanding Securities are to be redeemed, the Trustee shall select the Securities or portions of the Global Security or the Securities in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial redemption is submitted for conversion in part after such selection, the portion of such Security submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Securities (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Security is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Securities, the particular Securities to be redeemed will be selected by Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Securities as are unconverted and outstanding at the time of redemption, treat as outstanding any Securities surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Security authenticated and delivered during such period in accordance with policies and procedures exchange for the unconverted portion of The Depository Trust Companyany Security converted in part during such period.