Common use of Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof Clause in Contracts

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of the Notes (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(s) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the Notes, in respect of Notes to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes and ending one Trading Day immediately preceding the maturity date of the Notes; and (ii) no later than three Trading Days immediately following the Conversion Date in all other cases. If the Company fails to give the notice described in the preceding sentence within the prescribed time periods, then the Company shall satisfy its Conversion Obligation only in shares of Common Stock (and cash in lieu of fractional shares). If the Company elects to satisfy any portion of its Conversion Obligation in cash, the Company shall specify in such notice the amount to be satisfied in cash either as a percentage of the Conversion Obligation or as a fixed dollar amount. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy its Conversion Obligations arising on different Trading Days in the same manner.

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of the Notes (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(sa) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the Notes, in respect of Notes to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes and ending one Trading Day immediately preceding the maturity date of the Notes; and (ii) no later than three Trading Days immediately following the Conversion Date in all other cases. If the Company fails receives any Holder's Conversion Notice on or prior to give the notice described in day that is 31 Trading Days prior to the preceding sentence within Stated Maturity (the prescribed time periods"FINAL NOTICE DATE"), then the Company shall satisfy notify the Holder through the Trustee, at any time on or before the date that is three Trading Days following receipt of the Conversion Notice required pursuant to Section 12.2 (such period, the "SETTLEMENT NOTICE PERIOD") of the method the Company chooses to settle its Conversion Obligation only in shares of Common Stock obligation upon conversion (and cash in lieu of fractional sharesthe "CONVERSION OBLIGATION"). If the Company elects to satisfy any portion of settle its Conversion Obligation in casha combination of cash and Common Stock, the Company shall specify in such notice both the percentage of the principal amount to be satisfied of Securities surrendered for conversion that it will pay in cash either as a and the percentage of the excess (the "EXCESS AMOUNT"), if any, of the Conversion Obligation or as a fixed dollar amountrelating to the Securities surrendered for conversion over the principal amount of the Securities surrendered for conversion that it will pay in cash. The remainder of its Conversion Obligation will be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). The Company shall treat all Holders converting on the same Trading Day in the same manner. The manner and the Company shall not have any obligation to satisfy its settle Conversion Obligations arising on different Trading Days in the same manner.. If the Company timely elects to pay cash for any portion of the Conversion Obligation, the Holder may retract the Conversion Notice at any time during the two Trading Day period beginning on the Trading Day after the Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); PROVIDED, that no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). Settlement in Common Stock only will occur in accordance with Section 12.2(a). If the Conversion Notice has not been retracted, then settlement in cash or in a combination of cash and Common Stock will, subject to Section 12.13(c), occur on the third Trading Day following the final Trading Day of the 20 Trading Day period beginning on the third Trading Day following the final Trading Day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"), assuming all of the other requirements have been satisfied by such Holder. Settlement amounts will be computed as follows (subject to the provisions of the second and third paragraph of Section 12.1(a) in connection with conversions upon satisfaction of the Note Price Conditions prior to satisfaction of the Common Stock Price Condition and conversions during a Registration Default Period):

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu (a) Except to the extent that the Company has irrevocably elected to make a cash payment of delivery of shares of Common Stock in satisfaction of the Company’s obligation principal upon conversion of the Notes (the “Conversion Obligation”pursuant to Section 12.12(b), the Company may elect to deliver either shares of its Common Stock, cash or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% satisfaction of the Conversion Obligation on any Conversion DateCompany's obligation upon conversion of the Notes (the "CONVERSION OBLIGATION"). The Company shall notify the Holder(s) in writing (with a copy to Holder or Holders, as the Trustee and case may be, through the Conversion Agent) Trustee, of the method by which the Company intends chooses to satisfy its Conversion Obligation as follows: Obligation, (i) no later than 11 in the Company's notice of Fundamental Change, if a Fundamental Change occurs, (ii) 26 Trading Days immediately preceding the maturity date of the Notes, Maturity Date in respect of Notes to be converted during the period beginning 10 25 Trading Days immediately preceding the maturity date of the Notes Maturity Date and ending one Trading Day immediately preceding the maturity date of the Notes; Maturity Date, and (iiiii) no later than three two Trading Days immediately following the Conversion Date in all other cases. If cases (such period, the Company fails to give the notice described in the preceding sentence within the prescribed time periods, then the Company shall satisfy its Conversion Obligation only in shares of Common Stock (and cash in lieu of fractional shares"SETTLEMENT NOTICE PERIOD"). If the Company elects to satisfy any portion of its Conversion Obligation in by delivering cash, the Company shall specify in such notice the amount portion to be satisfied paid in cash either as a percentage of the Conversion Obligation or as the lesser of (a) a fixed dollar amountamount and (b) the Conversion Value. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy its Conversion Obligations arising on different Trading Days in the same manner.

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu of delivery of shares of Common Stock in satisfaction If the Company receives any Holder's Conversion Notice on or prior to the day that is 31 Trading Days prior to the Stated Maturity (the "FINAL NOTICE DATE"), then (i) as to the principal amount of the Company’s Security, the method for settlement shall be in accordance with the Principal Conversion Settlement Election and (ii) as to the Excess Amount, the Company shall notify the Holder through the Trustee, at any time on or before the date that is three Trading Days following receipt of the Conversion Notice required pursuant to Section 12.2 (such period, the "SETTLEMENT NOTICE PERIOD") of the method the Company elects to settle its obligation upon conversion of the Notes Excess Amount (the “Conversion Obligation”"EXCESS AMOUNT CONVERSION OBLIGATION", which together with the obligation upon conversion in respect of principal, constitutes the "CONVERSION OBLIGATION"). Specifically, the Company may elect shall notify the Holders through the Trustee whether a Holder submitting a Conversion Notice is entitled to deliver cash receive, in respect of the Excess Amount Conversion Obligation, 100% cash, 100% Common Stock, or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(s) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the Notes, in respect of Notes to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes and ending one Trading Day immediately preceding the maturity date of the Notes; and (ii) no later than three Trading Days immediately following the Conversion Date in all other cases. If the Company fails to give the notice described in the preceding sentence within the prescribed time periods, then the Company shall satisfy its Conversion Obligation only in shares of Common Stock (and cash in lieu of fractional shares)Stock. If the Company elects to satisfy any portion of its settle the Excess Amount Conversion Obligation in casha combination of cash and Common Stock, the Company shall will specify in such notice the amount percentage of each obligation to be satisfied settled in cash either as a percentage of the Conversion Obligation or as a fixed dollar amountcash. The Company shall treat all Holders converting on the same Trading Day in the same manner. The , and the Company shall not have any obligation to satisfy its settle Excess Amount Conversion Obligations arising on different Trading Days in the same manner.. Settlement of the Company's entire Conversion Obligation in Common Stock only shall occur in accordance with Section 12.2(a). Settlement in cash or in a combination of cash and Common Stock shall, subject to Section 12.14(c), occur on the third Trading Day following the final Trading Day of the 20 Trading Day period beginning on the final Trading Day of the Settlement Notice Period (the "CASH SETTLEMENT AVERAGING PERIOD"). 83 Settlement amounts shall be computed as follows:

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. (a) In lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of the Notes Securities (the “Conversion ObligationCONVERSION OBLIGATION”), the Company may elect to deliver cash Cash or a combination of cash Cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(s) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the NotesFinal Maturity Date, in respect of Notes Securities to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes Final Maturity Date and ending one Trading Day immediately preceding the maturity date of the NotesMaturity Date; and (ii) no later than three Trading Days immediately following the Conversion Date in all other casescases (such period, the “SETTLEMENT NOTICE PERIOD”). If the Company fails to give the notice described in the preceding sentence within the prescribed time periods, then the Company shall satisfy its Conversion Obligation only in shares of Common Stock (and cash Cash in lieu of fractional shares). If the Company elects to satisfy any portion of its Conversion Obligation in cashCash, the Company shall specify in such notice the amount to be satisfied in cash Cash either as a percentage of the Conversion Obligation or as a fixed dollar amount. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy its Conversion Obligations arising on different Trading Days in the same manner.

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu of delivery of shares of Common Stock in satisfaction (a) If the Company receives any Holder’s Conversion Notice on or prior to the day that is 31 Trading Days prior to the Stated Maturity (the “Final Notice Date”), then the Company shall notify the Holder through the Trustee, at any time on or before the date that is three Trading Days following receipt of the Company’s Conversion Notice required pursuant to Section 12.2 (such period, the “Settlement Notice Period”) of the method the Company chooses to settle its obligation upon conversion of the Notes Securities as provided in Section 12.1(a) (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(s) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the Notes, in respect of Notes to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes and ending one Trading Day immediately preceding the maturity date of the Notes; and (ii) no later than three Trading Days immediately following the Conversion Date in all other cases. If the Company fails to give notice during the notice described Settlement Notice Period as provided in the preceding sentence within the prescribed time periodsthis Section 12.13(a), then the Company shall satisfy its be obligated to settle the entire Conversion Obligation only in by delivering shares of Common Stock (and plus cash paid in lieu of issuing any fractional shares). If the Company elects to satisfy any portion of settle its Conversion Obligation in casha combination of cash and Common Stock, the Company shall specify in such notice the amount to be satisfied in cash either as a percentage of the Conversion Obligation or as a fixed dollar amountrelating to the Securities surrendered for conversion that it will pay in cash. The remainder of its Conversion Obligation will be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). The Company shall treat all Holders converting on the same Trading Day in the same manner. The manner and the Company shall not have any obligation to satisfy its settle Conversion Obligations arising on different Trading Days in the same manner.. If the Company timely elects to pay cash for any portion of the Conversion Obligation, the Holder may retract the Conversion Notice at any time during the two Trading Day period beginning on the Trading Day after the Settlement Notice Period (the “Conversion Retraction Period”); provided, that no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash, or a combination of cash and shares, in lieu of shares (other than cash in lieu of fractional shares). Settlement in Common Stock only will be made in accordance with Section 12.2(a). If the Conversion Notice has not been retracted, then settlement in cash or in a combination of cash and Common Stock will, subject to Section 12.13(c), be made on the third Trading Day following the final Trading Day of the 20 Trading Day period beginning on the third Trading Day following the end of the Conversion Retraction Period (the “Cash Settlement Averaging Period”), assuming all of the other requirements have been satisfied by such Holder. Settlement amounts will be computed as follows (subject to the provisions of the fourth paragraph of Section 12.1(a) in connection with conversions during a Registration Default Period):

Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof. In lieu (a) At any time after the Issue Date the Company may make an election at its sole and absolute discretion (the “Principal Conversion Settlement Election”) and notify the Holders in writing (and make a Public Notice) whether a Holder who surrenders a Note (the “Surrendered Security”) will be entitled to receive, in respect of delivery the Conversion Obligation in respect of the principal amount of such Note upon surrender thereof, 100% Cash, with respect to the Notes surrendered for conversion pursuant to Section 12.1(a)(i) or, following the occurrence of a Fundamental Change, at such times as the conversion value of the Conversion Obligation exceeds the principal amount of the Notes. This notification, once provided to a Holder, is irrevocable and legally binding with regard to any conversion of the Notes during such time as Section 12.1(a)(i) is satisfied or with respect to a conversion following the occurrence of a Fundamental Change. Except to the extent the Company makes a Principal Conversion Settlement Election, the Company shall not be required to notify Holders of its method for settling its Conversion Obligation relating to the amount of the conversion value set forth in this Section 12.13 or, if the Company has made a Principal Conversion Settlement Election, the excess of its Conversion Obligation relating to the amount of the conversion value above the principal amount of the Surrendered Security, if any (the “Excess Conversion Obligation”) until the Company receives a Conversion Notice. If the Company receives any Holder’s Conversion Notice on or prior to the day that is 31 Trading Days prior to the Stated Maturity (the “Final Notice Date”), then the Company shall notify the Holder through the Trustee, at any time on or before the date that is three Trading Days following receipt of the Conversion Notice required pursuant to Section 12.2 (such period, the “Settlement Notice Period”) of the method the Company chooses to settle (x) the Conversion Obligation relating to the principal amount of the Notes surrendered for conversion, if the Company has not made a Principal Conversion Settlement Election prior to such time, and (y) the Excess Conversion Obligation. If the Company elects to settle its Conversion Obligation in a combination of cash (including pursuant to a Principal Conversion Settlement Election) and Common Stock, the Company shall specify the percentage of the principal amount of the Securities surrendered for conversion and the Excess Conversion Obligation relating to the Securities surrendered for conversion that it will pay in cash. The remainder of its Conversion Obligation will be settled in shares of Common Stock (except that cash will be paid in satisfaction lieu of the Company’s obligation upon conversion of the Notes (the “Conversion Obligation”issuing any fractional shares), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in accordance with the provisions of this Indenture; provided that the Company may not elect to deliver cash in respect of any Conversion Obligation in an aggregate amount exceeding 10% of the Conversion Obligation on any Conversion Date. The Company shall notify the Holder(s) in writing (with a copy to the Trustee and the Conversion Agent) of the method by which the Company intends to satisfy its Conversion Obligation as follows: (i) no later than 11 Trading Days immediately preceding the maturity date of the Notes, in respect of Notes to be converted during the period beginning 10 Trading Days immediately preceding the maturity date of the Notes and ending one Trading Day immediately preceding the maturity date of the Notes; and (ii) no later than three Trading Days immediately following the Conversion Date in all other cases. If the Company fails to give notice during the notice described Settlement Notice Period as provided in the preceding sentence within the prescribed time periodsthis Section 12.13(a), then the Company shall satisfy its be obligated to settle the entire Conversion Obligation only in (or if the Company has delivered a Principal Conversion Settlement Election, the entire Excess Conversion Obligation) by delivering shares of Common Stock (and plus cash paid in lieu of issuing any fractional shares). If the Company elects to satisfy any portion of its Conversion Obligation in cash, the Company shall specify in such notice the amount to be satisfied in cash either as a percentage of the Conversion Obligation or as a fixed dollar amount. The Company shall treat all Holders converting on the same Trading Day in the same manner. The manner and the Company shall not have any obligation obligation, except to satisfy its the extent the Company has made a Principal Conversion Settlement Election, to settle Conversion Obligations arising on different Trading Days in the same manner.. If the Company timely elects to pay cash for any portion of the Conversion Obligation, the Holder may retract the Conversion Notice at any time during the two Trading Day period beginning on the Trading Day after the Settlement Notice Period (the “Conversion Retraction Period”); provided, that no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash, or a combination of cash and shares, in lieu of shares (other than cash in lieu of fractional shares) or in connection with the making of a Principal Conversion Settlement Election. Settlement in Common Stock only will be made in accordance with Section 12.2(a). If the Conversion Notice has not been retracted or a Principal Conversion Settlement Election has been made, then settlement of any portion of the Company’s Conversion Obligation to be made in cash or in a combination of cash and Common Stock will, subject to Section 12.13(c), be made on the third Trading Day following the final Trading Day of the 20 Trading Day period, which period shall begin on the Trading Day following the final Trading Day of the Conversion Retraction Period or, if no Conversion Retraction Period is applicable, the Trading Day following the final Trading Day of the Settlement Notice Period (the “Cash Settlement Averaging Period”), assuming all of the other requirements have been satisfied by such Holder. Settlement amounts will be computed as follows (subject to the provisions of the fifth paragraph of Section 12.1(a) in connection with conversions during a Registration Default Period):