Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.13(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a).
Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 10.01 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Stated Maturity, or with respect to Securities called for redemption pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the Company may choose to satisfy all or any portion of its Conversion Obligation in cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of the Notice of Conversion as specified in Section 10.02 (such period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "CONVERSION SETTLEMENT DISTRIBUTION" for any Security subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof, as selected by the Company as set forth below:
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Note into shares of Common Stock as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 9.3, the Company may choose to satisfy all or any portion of its conversion obligation with respect to a Note (the “Conversion Obligation”) in cash or a combination of cash and Common Stock. Upon such election, the Company will notify such Holder through the Conversion Agent of the Company’s election to pay cash in lieu of delivery of some or all of the shares of Common Stock and the dollar amount per Note to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Date unless the Company has previously informed Holders of its election in connection with a redemption of the Notes in accordance with Section 5.1 of this Indenture. Settlement (in cash and/or Common Stock) will occur on the third Business Day following the final day of the five consecutive Trading Day period beginning on the third Trading Day after the Conversion Date. Settlement amounts will be computed as follows:
Payment of Cash in Lieu of Common Stock. Notwithstanding anything in Section 8(b) to the contrary, the Committee, in its sole discretion, may elect to cause the Company to pay cash in an amount equal to the Fair Market Value of the vested Stock Units, determined as of the date on which the shares of Common Stock would otherwise have been issued pursuant to Section 8(b) and payable within ten business days after such date.
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify such Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) (such amount of cash, the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as follows:
Payment of Cash in Lieu of Common Stock. (a) If a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 13.01 and the Company receives such Holder's Conversion Notice on or prior to the day that is 20 days prior to Maturity (the "Final Notice Date"), the Company may choose to satisfy all or any portion of its conversion obligation (the "Conversion Obligation") in cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 13.02 (such period, the "Cash Settlement Notice Period"). If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "Conversion Retraction Period"); 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). If the conversion notice has not been retracted, then settlement (in cash and/or shares) will occur on the Business Day following the final day of the 10 Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"). Settlement amounts will be computed as follows:
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14.
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Convertible Notes, holders surrendering Convertible Notes for conversion shall receive for each $1,000 principal amount of Convertible Notes surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and, in addition to amounts distributed pursuant to (A), (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period, subject to the Company’s right to deliver cash in lieu of all or a portion of such shares as set forth in Section 12.12(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such holder in accordance with Section 12.02(a).
Payment of Cash in Lieu of Common Stock. The Company may elect to pay cash to the Holders surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 14.03. In such event, on any day prior to the first Trading Day of the applicable Observation Period, the Company shall specify a percentage of the Daily Share Amount that shall be settled in cash (the “Cash Percentage”) and the amount of cash that the Company shall pay in respect of each Trading Day in the applicable Observation Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP of the Common Stock for such Trading Day (provided that after the consummation of a Fundamental Change in which the consideration is comprised entirely of cash, the amount used in this clause (3) shall be the cash price per share received by holders of the Common Stock in such Fundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. Upon making a determination that a percentage of the Daily Share Amount will be settled in cash, the Company shall promptly disclose such information on its website prior to the first Trading Day of the applicable Observation Period. If the Company does not specify a Cash Percentage by the start of the applicable Observation Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Observation Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Securities. For the purposes of this Section 14.10, in the event that any of Conversion Value, Daily Share Amounts or Daily VWAP is not calculable for all portions of the Observation Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Share Amounts and Daily VWAP, as applicable.
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Note as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 9.2, on or prior to the day that is 20 days prior to the maturity of the Notes (the “Final Notice Date”), the Company may choose to satisfy all or any portion of its conversion obligation (the “Conversion Obligation”) in cash or a combination of cash and Common Stock. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of written notice of conversion as specified in Section 9.2 (such period, the “Cash Settlement Notice Period”). A Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a “Conversion Retraction Period”). If the conversion notice has not been retracted, then settlement (in cash and/or Common Stock) will occur on the Business Day following the final day of the ten Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows:
