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 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 (a) On the first date the Securities become convertible under the circumstances described in satisfaction of Section 6.1, the Company’s obligation upon conversion of the Notes Company shall make an election at its sole and absolute discretion (the “Principal Conversion ObligationSettlement Election”) and shall publicly announce such information by press release no later than the end of the first Business Day thereafter and notify the Holders in writing through the Trustee whether a Holder who converts a Security shall be entitled to receive, in respect of the principal amount of such Security upon surrender thereof, all Common Stock (other than with respect to fractional shares), the Company may elect to deliver all 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)Stock. If the Company elects to satisfy any portion of its settle the Conversion Obligation relating to the principal amount of such Security in casha combination of cash and Common Stock, the Company shall specify in such notice the percentage of the principal amount to be satisfied in cash. This notification is irrevocable and legally binding with regard to any conversion of the Securities under the circumstances described in Section 6.1. (b) If the Company receives any Holder’s Conversion Notice on or prior to the day that is 31 Trading Days prior to the Final Maturity Date (the “Final Notice Date”), then (i) as to the principal amount of the 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 in writing 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 6.2 (such period, the “Settlement Notice Period”) of the method the Company elects to settle its obligation upon conversion of the Excess Amount (the “Excess Conversion Obligation”, which together with the obligation upon conversion in respect of principal constitutes the “Conversion Obligation”) by specifying whether the Holder is entitled to receive, in respect of the Excess Conversion Obligation, all cash, all Common Stock (other than with respect to fractional shares), or a combination of cash either as and Common Stock. If the Company elects to settle the Excess Conversion Obligation in a combination of cash and Common Stock, the Company shall specify the percentage of the Conversion Obligation or as a fixed dollar amountobligation to be settled in cash. 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 Excess 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 6.2(a). Settlement in cash or in a combination of cash and Common Stock shall, subject to Section 6.13(d), occur on the third Trading Day following the final Trading Day of the 20 Trading Day period (the “Cash Settlement Averaging Period”) beginning on the final Trading Day of the Settlement Notice Period. Settlement amounts shall be computed as follows: (i) if the Company elects to satisfy its entire Conversion Obligation, including the principal amount and Excess Amount, in shares of Common Stock (other than with respect to fractional shares), the Company shall deliver to a Holder, for each $1,000 principal amount of a Security, a number of shares of Common Stock equal to the applicable Conversion Rate; (ii) if the Company elects to satisfy its entire Conversion Obligation in cash, including principal amount and Excess Amount, the Company shall deliver to a Holder, for each $1,000 principal amount of Securities, cash in an amount equal to the product of (i)) the applicable Conversion Rate multiplied by (ii) the volume weighted average price of the Common Stock during the Cash Settlement Averaging Period; (iii) if the Company elects to satisfy its Conversion Obligation, including principal amount and Excess Amount, in a combination of cash and Common Stock, the Company shall deliver to a Holder, for each $1,000 principal amount of Securities: (1) a cash amount (the “Cash Amount”) (excluding any cash in lieu of fraction shares) equal to the sum of: (A) the product of (x) $1,000 multiplied by (y) the percentage of such principal amount of a Security to be satisfied in cash; plus (B) if greater than zero, the product of (x) the amount of cash that would be paid pursuant to clause (ii) immediately above minus $1,000, multiplied by (y) the percentage of the Excess Amount to be satisfied in cash; and (2) a number of shares of Common Stock equal to the difference between: (A) the number of shares of Common Stock that would be issued pursuant to clause (i) immediately above, minus (B) the number of shares equal to the quotient of (x) the Cash Amount divided by (y) the volume weighted average price of the Common Stock during the Cash Settlement Averaging Period. The “volume weighted average price” per share of the Common Stock on any Trading Day shall be the volume weighted average price on the New York Stock Exchange, or if the Common Stock is not listed on the New York Stock Exchange, on the principal exchange or over-the-counter market on which the Common Stock is then listed or traded, from 9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day as displayed by Bloomberg (Bloomberg key-strokes: NX Equity VAP) (or if such volume weighted average price is not available, the market value of one share on such Trading Day as we determine in good faith using a volume weighted method). (c) The Company shall settle all of its Conversion Obligations arising after the Final Notice Date in the same manner. Settlement of the Conversion Obligation relating to the principal amount of the Securities shall be according to the Principal Conversion Settlement Election. On or prior to the Final Notice Date, the Company shall notify the Holders through the Trustee of the method it chooses to settle any Excess Conversion Obligations arising after the Final Notice Date. Settlement of Conversion Obligations arising after the Final Notice Date in Common Stock only shall occur in accordance with Section 6.2(a). Subject to Section 6.13(d), settlement of Conversion Obligations arising after the Final Notice Date in cash or in a combination of cash and Common Stock shall occur on the third Trading Day following the final Trading Day of the Cash Settlement Averaging Period described in the following sentence. The settlement amount of cash or combination of cash and Common Stock in satisfaction of Conversion Obligations arising after the Final Notice Date shall be computed in the same manner as set forth in Section 6.13(b), except that the Cash Settlement Averaging Period shall be the 20 Trading Day period beginning on the date that is the 23rd Trading Day prior to the Final Maturity Date. (d) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted Trading Day, then determination of the price for that day shall be delayed until the next Undisrupted Trading Day and such day shall not count as one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in the Cash Settlement Averaging Period extending beyond the eighth Trading Day after the last of the original 20 Trading Days in the Cash Settlement Averaging Period, then the Company shall determine all prices for all delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the value of the Common Stock on that date. In the event that any Trading Day during the Cash Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to the Final Maturity Date is not an Undisrupted Trading Day, settlement will occur after the Final Maturity Date.

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): (i) if the entire Conversion Obligation is to be settled in Common Stock, the Company shall deliver to such Holder a number of shares of Common Stock equal to the product of (1) the aggregate Principal Amount at Issuance of Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate (plus any cash paid for fractional shares); (ii) if the entire Conversion Obligation is to be settled in cash, the Company shall deliver to such Holder cash in an amount equal to the product of: (1) the product of (x) the aggregate original principal amount of Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate, multiplied by (2) the arithmetic average of the Closing Sale Prices of Common Stock during the Cash Settlement Averaging Period; and (iii) if a portion of the Conversion Obligation is to be settled in cash (the “Cash Amount”) (excluding any cash paid for fractional shares) and a portion of the Conversion Obligation is to be settled in Common Stock, the Company shall deliver to such Holder: (1) a Cash Amount equal to the product of (x) the percentage of the Conversion Obligation to be satisfied in cash, multiplied by (y) the amount of cash that would be paid pursuant to clause (ii) above; and (2) a number of shares of Common Stock equal to the remainder of (x) the number of shares that would be issued pursuant to clause (i) above minus (y) the number of shares of Common Stock equal to the quotient of (A) the Cash Amount divided by (B) the arithmetic average of the Closing Sale Prices of the Common Stock during the Cash Settlement Averaging Period. (b) The Company shall settle all of its Conversion Obligations arising after the Final Notice Date in the same manner. On or prior to the Final Notice Date, the Company shall notify the Holders through the Trustee of the method it chooses to settle any Conversion Obligations arising after the Final Notice Date. If the Company elects to settle any Conversion Obligations arising after the Final Notice Date in a combination of cash and Common Stock, the Company shall specify the percentage of the Conversion Obligation that it will pay in cash. The remainder of any Conversion Obligation arising after the Final Notice Date shall be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). All Conversion Notices received after the Final Notice Date shall be irrevocable. Settlement of Conversion Obligations arising after the Final Notice Date in Common Stock only shall be made in accordance with Section 12.2(a). Settlement of Conversion Obligations arising after the Final Notice Date in cash or in a combination of cash and Common Stock shall be made on the third Trading Day following the final Trading Day of the Cash Settlement Averaging Period described in the following sentence. The settlement amount of Common Stock, cash or combination of cash and Common Stock in satisfaction of Conversion Obligations arising after the Final Notice Date shall be computed in the same manner as set forth in Section 12.13(a), except that the “Cash Settlement Averaging Period” shall be the 20 Trading Day period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity. (c) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted Trading Day, then determination of the price for that day will be delayed until the next Undisrupted Trading Day on which a pricing is not otherwise observed and such day will not count as one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in a price being observed later than the eighth Trading Day after the last of the original 20 Trading Days in the Cash Settlement Averaging Period, then the Company will determine all prices for all delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the value of the Common Stock on that date. In the event that any Trading Day during the Cash Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity is not an Undisrupted Trading Day, settlement will occur after the Stated Maturity.

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): (i) if the entire Conversion Obligation (including principal amount of the Surrendered Security and Excess Conversion Obligation) is to be settled in Common Stock, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes, a number of shares of Common Stock equal to the Conversion Rate (plus any cash paid for fractional shares); (ii) if the entire Conversion Obligation (including principal amount of the Surrendered Security and Excess Conversion Obligation) is to be settled in cash, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes, cash in an amount equal to the product of: (1) the Conversion Rate, multiplied by (2) the arithmetic average of the Closing Sale Prices of Common Stock during the Cash Settlement Averaging Period; and (iii) if a portion of the Conversion Obligation is to be settled in cash (the “Cash Amount”) (excluding any cash paid for fractional shares) and a portion of the Conversion Obligation is to be settled in Common Stock, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes: (1) a Cash Amount equal to the sum of: o the product of (x) $1,000 multiplied by (y) the percentage of the principal amount of the Surrendered Security to be satisfied in cash; plus o if greater than zero, the product of (x) the amount of cash that would be paid pursuant to clause (ii) above minus $1,000, multiplied by (y) the percentage of the Excess Conversion Obligation to be satisfied in cash; (2) a number of shares of Common Stock equal to the difference between: o the number of shares that would be issued pursuant to clause (i) above; minus o the number of shares of Common Stock equal to the quotient of (A) the Cash Amount divided by (B) the arithmetic average of the Closing Sale Prices of the Common Stock during the Cash Settlement Averaging Period. (b) If the Company receives any Holder’s Conversion Notice after the Final Notice Date, the Company shall notify the Holder through the Trustee, at any time during 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 any Conversion Obligations arising after the Final Notice Date 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 any Conversion Obligation arising after the Final Notice Date shall be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). If the Company fails to give notice during the Settlement Notice Period as provided in this Section 12.13(b), then the Company shall be obligated to settle the entire Conversion Obligation (or if the Company has delivered a Principal Conversion Settlement Election, the entire Excess Conversion Obligation) by delivering shares of Common Stock (plus cash paid in lieu of issuing any fractional shares). The Company shall settle all of its Conversion Obligations arising after the Final Notice Date in the same manner. All Conversion Notices received after the Final Notice Date shall be irrevocable. Settlement of Conversion Obligations arising after the Final Notice Date in Common Stock only shall be made in accordance with Section 12.2(a). Settlement of Conversion Obligations arising after the Final Notice Date to be made in cash or in a combination of cash and Common Stock shall be made on the third Trading Day following the final Trading Day of the Cash Settlement Averaging Period described in the following sentence. The settlement amount of Common Stock, cash or combination of cash and Common Stock in satisfaction of Conversion Obligations arising after the Final Notice Date shall be computed in the same manner as set forth in Section 12.13(a), except that the “Cash Settlement Averaging Period” shall be the 20 Trading Day period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity. (c) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted Trading Day, then determination of the price for that day will be delayed until the next Undisrupted Trading Day on which a pricing is not otherwise observed and such day will not count as one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in a price being observed later than the eighth Trading Day after the last of the original 20 Trading Days in the Cash Settlement Averaging Period, then the Company will determine all prices for all delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the value of the Common Stock on that date. In the event that any Trading Day during the Cash Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity is not an Undisrupted Trading Day, settlement will occur after the Stated Maturity.

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): (i) if the Company elects to satisfy the entire Conversion Obligation in Common Stock, the Company will deliver to such Holder a number of shares of Common Stock equal to (1) the aggregate original principal amount of Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the arithmetic average of the Closing Prices of Common Stock during the Cash Settlement Averaging Period; and (iii) if the Company elects to satisfy a portion of the Conversion Obligation in cash (the "CASH AMOUNT") (excluding any cash paid for fractional shares) and a portion of the Conversion Obligation in Common Stock, the Company will deliver to such Holder: (1) the Cash Amount equal to the aggregate principal amount of Securities to be converted multiplied by the percentage of such principal amount to be satisfied in cash, and if greater than zero, the product of (x) the amount of cash that would be paid pursuant to clause (ii) above minus the aggregate principal amount of the Securities surrendered for conversion, and (y) the percentage of the Excess Amount to be satisfied in cash; plus (2) the number of shares of Common Stock equal to (x) the number of shares of Common Stock that would be issued pursuant to clause (i) above minus (y) the number of shares of Common Stock equal to the quotient of the Cash Amount divided by the arithmetic average of the Closing Prices of the Common Stock during the Cash Settlement Averaging Period. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder's right to require the Company to repurchase such Security may be converted as described in this Section 12.13(a) only if such notice of exercise is withdrawn in accordance with Section 4.2 prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date. (b) The Company shall settle all of its Conversion Obligations arising after the Final Notice Date in the same manner. On or prior to the Final Notice Date, the Company shall notify the Holders through the Trustee of the method it chooses to settle any Conversion Obligations arising after the Final Notice Date. If the Company elects to settle any Conversion Obligations arising after the Final Notice Date in a combination of cash and Common Stock, the Company shall specify both the percentage of the principal amount of Securities surrendered for conversion that it will pay in cash and the percentage of the Excess Amount that it will pay in cash. The remainder of any Conversion Obligation arising after the Final Notice Date shall be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). All Conversion Notices received after the Final Notice Date shall be irrevocable. Settlement of Conversion Obligations arising after the Final Notice Date in Common Stock will occur in accordance with Section 12.2(a). Subject to Section 12.13(c), settlement of Conversion Obligations arising after the Final Notice Date in cash or in a combination of cash and Common Stock will occur at the Stated Maturity. The settlement amount of Common Stock, cash or combination of cash and Common Stock in satisfaction of Conversion Obligations arising after the Final Notice Date will be computed in the same manner as set forth in Section 12.13(a), except that the "Cash Settlement Averaging Period" will be the 20 Trading Day period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity. (c) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted Trading Day, then determination of the price for that day will be delayed until the next Undisrupted Trading Day on which a pricing is not otherwise observed and such day will not count as one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in a price being observed later than the eighth Trading Day after the last of the original 20 Trading Days in the Cash Settlement Averaging Period, then the Company will determine all prices for all delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the value of the Common Stock on that date. In the event that any Trading Day during the Cash Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity is not an Undisrupted Trading Day, settlement will occur after the Stated Maturity.

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: (i) if the Company elects to satisfy its entire Conversion Obligation, including principal amount and Excess Amount, in shares of Common Stock (other than with respect to fractional shares), the Company shall deliver to a Holder a number of shares of Common Stock equal to the product of (1) the aggregate principal amount of the Securities to be converted divided by 1,000, multiplied by (2) the applicable Conversion Rate; (ii) if the Company elects to satisfy its entire Conversion Obligation in cash, including principal amounts of the Securities and the Excess Amount, the Company shall deliver to a Holder cash in an amount equal to the product of (1) the product of (x) the aggregate principal amount of Securities to be converted divided by 1,000, multiplied by (y) the applicable Conversion Rate multiplied by (2) the arithmetic average of the Weighted Average Price of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; (iii) if the Company elects to satisfy its Conversion Obligation, including principal amount and Excess Amount, in a combination of cash and Common Stock, the Company shall deliver to a Holder: (1) a cash amount (the "CASH AMOUNT") (excluding any cash in lieu of fractional shares) equal to the product of: (A) the percentage of the Conversion Obligation to be satisfied in cash, multiplied by (B) the amount of cash that would be paid pursuant to clause (ii) immediately above; (2) a number of shares of Common Stock equal to the remainder of: (A) the number of shares of Common Stock that would be issued pursuant to clause (i) immediately above, minus (B) the number of shares of Common Stock equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Weighted Average Price of the Common Stock on each Trading Day during the Cash Settlement Averaging Period.