Common use of Payment of Cash in Lieu of Common Stock Clause in Contracts

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). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference 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 Company’s Common Stock on such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) For the purposes of Sections 4.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Daily VWAP is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Daily VWAP, as applicable.

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 SecuritiesConvertible Notes, Holders holders surrendering Securities Convertible Notes for conversion shall receive for each $1,000 100 principal amount of Securities surrenderedConvertible Notes surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 100 and (2) the Conversion Value; and and, in addition to amounts distributed pursuant to (A), (B) if the Conversion Value is greater than $1,000100, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 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 Remaining Shares shares as set forth in Section 4.13(b12.12(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder holder in accordance with Section 4.02(a12.02(a). (b) The Company may elect to pay cash to the Holders holders of Securities Convertible Notes surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a12.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may will specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, ) and the amount of cash that the Company will deliver pay in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Closing Price of the Company’s Common Stock on for such Trading Day (provided that after the consummation of a Fundamental Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of the Common Stock in such Change of ControlFundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference 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 issue a press release and disclose such information on its website prior to the first Trading Day of the applicable Conversion Reference Period. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the SecuritiesConvertible Notes. (c) For the purposes of Sections 4.13(a12.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts or Daily VWAP is Volume Weighted Average Price cannot calculable be determined for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts and Daily VWAPVolume Weighted Average Price, as applicable.

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). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Volume Weighted Average Price of the Company’s Common Stock on such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) For the purposes of Sections 4.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Daily VWAP Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Daily VWAPVolume Weighted Average Price, as applicable.

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 SecuritiesConvertible Notes, Holders holders surrendering Securities Convertible Notes for conversion shall receive for each $1,000 principal amount of Securities surrenderedConvertible Notes surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and 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 (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 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 Remaining Shares shares as set forth in Section 4.13(b12.12(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder holder in accordance with Section 4.02(a12.02(a). (b) The Company may elect to pay cash to the Holders holders of Securities Convertible Notes surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a12.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may will specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, ) and the amount of cash that the Company will deliver pay in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Closing Price of the Company’s Common Stock on for such Trading Day (provided that after the consummation of a Fundamental Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of the Common Stock in such Change of ControlFundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference 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 issue a press release and disclose such information on its website prior to the first Trading Day of the applicable Conversion Reference Period. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the SecuritiesConvertible Notes. (c) For the purposes of Sections 4.13(a12.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts or Daily VWAP is Volume Weighted Average Price cannot calculable be determined for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts and Daily VWAPVolume Weighted Average Price, as applicable.

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 SecuritiesDebentures, Holders Debentureholders surrendering Securities Debentures for conversion shall receive for each $1,000 principal amount of Securities surrenderedDebentures surrendered for conversion: (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 the Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 ten (10) consecutive Trading Days in the Conversion Reference Period, 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 shares as set forth in Section 4.13(b15.13(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder Debentureholder in accordance with Section 4.02(a)15.03. (b) The Company may elect to pay cash to the Holders of Securities Debentureholders surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a15.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may shall specify a percentage of the Daily Share Amount that will shall be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, ) and the amount of cash that the Company will deliver shall pay in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Volume Weighted Average Price of the Company’s Common Stock on for such Trading Day (provided that after the consummation of a Fundamental Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will shall be the cash price per share received by holders of the Common Stock in such Change of ControlFundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference 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 Conversion Reference Period. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) Debentures. For the purposes of Sections 4.13(a15.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts or Daily VWAP Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts and Daily VWAPVolume Weighted Average Price, as applicable.

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 SecuritiesDebentures, Holders Debentureholders surrendering Securities Debentures for conversion shall receive for each $1,000 principal amount of Securities surrenderedDebentures surrendered for conversion: (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 the Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 ten (10) consecutive Trading Days in the Conversion Reference Period, 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 shares as set forth in Section 4.13(b15.14(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder Debentureholder in accordance with Section 4.02(a)15.03. (b) The Company may elect to pay cash to the Holders of Securities Debentureholders surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a15.14(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may shall specify a percentage of the Daily Share Amount that will shall be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, ) and the amount of cash that the Company will deliver shall pay in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Volume Weighted Average Price of the Company’s Common Stock on for such Trading Day (provided that after the consummation of a Fundamental Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will shall be the cash price per share received by holders of the Common Stock in such Change of ControlFundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference 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 Conversion Reference Period. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) Debentures. For the purposes of Sections 4.13(a15.14(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts or Daily VWAP Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, Amounts and Daily VWAPVolume Weighted Average Price, as applicable.

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 10 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 '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). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “"Cash Percentage”"). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Closing Price of the Company’s 's Common Stock on such Trading Day (provided that after the consummation of a Change of in Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change of in Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) For the purposes of Sections 4.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Daily VWAP Closing Price is not calculable for all portions of the Conversion Reference Period, the Company’s 's Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Daily VWAPClosing Price, as applicable.

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 the Company's Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 ten 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 's right to deliver cash in lieu of all or a portion of such Remaining Shares shares as set forth in Section 4.13(b4.14(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). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a4.14(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may will specify a percentage of the Daily Share Amount that will be settled in cash (the “"Cash Percentage”). If the Company elects to specify a Cash Percentage, ") and the amount of cash that the Company will deliver pay in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP Closing Price of the Company’s our Common Stock on for such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of our Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference 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 issue a press release and disclose such information on its website prior to the first Trading Day of the applicable Conversion Reference Period. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) For the purposes of Sections 4.13(a4.14(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Daily VWAP Closing Price is not calculable for all portions of the Conversion Reference Period, the Company’s 's Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Daily VWAPClosing Price, as applicable.

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). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a)13.03. In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Observation Period, the Company may shall specify a percentage of the Daily Share Amount Remaining Shares that will shall be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, "CASH PERCENTAGE") and the amount of cash that the Company will deliver shall pay in respect of each Trading Day in the applicable Conversion Reference Observation Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount Remaining Shares for such Trading Day and (3) the Daily VWAP of the Company’s Common Stock on for such Trading Day (provided that after the consummation of a Change of Control Designated Event in which the consideration is comprised entirely of cash, the amount used in this clause (3) will shall be the cash price per share received by holders of the Common Stock in such Change of ControlDesignated Event). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Observation Period will be a percentage of the Daily Share Amount Remaining Shares equal to 100% minus the Cash Percentage. Upon making a determination that a percentage of the Remaining Shares 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 Conversion Reference Observation Period, the Company shall settle 100% of the Daily Share Amount Remaining Shares for each Trading Day in the applicable Conversion Reference 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 the Securities. (c) Notes pursuant to Section 13.03. For the purposes of Sections 4.13(a) and (b)this Section 13.11, in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, Remaining Shares or Daily VWAP is not calculable for all portions of the Conversion Reference Observation Period, the Company’s 's Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, Remaining Shares and Daily VWAP, as applicable.

Payment of Cash in Lieu of Common Stock. (a) In lieu If a Holder elects to convert all or any portion of delivery of some or all of the a Note into shares of Common Stock otherwise issuable upon as set forth in Section 10.01 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 10.02, 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 10.02 (such period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the Common Stock otherwise issuable to the Holder, the Holder may retract the conversion notice at any Securitiestime 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 Common Stock (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, Holders surrendering Securities for conversion shall receive for each $1,000 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: (a) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the aggregate original principal amount of Securities surrendered: the Notes to be converted divided by 1,000, multiplied by (A2) the Conversion Rate; (b) 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 lesser of product of: (1) $1,000 a number equal to (x) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Conversion Valueaverage of the Last Reported Sale Prices of the Common Stock during the Cash Settlement Averaging Period; and and (Bc) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Value is greater than $1,000Obligation in cash, the Company will deliver to such Holder such cash amount ("CASH AMOUNT") and a number of shares of Common Stock (the “Remaining Shares”) equal to the sum greater of (1) zero and (2) the excess, if any, of (A) the number of shares of Common Stock equal to (i) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (ii) the Conversion Rate over (B) the number of shares equal to the sum, for each day of the Daily Share Amounts for each Cash Settlement Averaging Period, of (x) 10% of the 20 consecutive Trading Days in Cash Amount, divided by (y) the Conversion Reference Period, appropriately adjusted closing price of the Common Stock on such day. If a Holder elects 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 convert all or a any portion of such Remaining Shares a Note into shares of Common Stock as set forth in Section 4.13(b10.02 after the Final Notice Date and the Company chooses to satisfy all or any portion of the Conversion Obligation in cash, 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 Final Notice Date. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in the immediately preceding paragraph, except that the Cash Settlement Averaging Period shall be the ten Trading Day period beginning on the date after receipt of the Holder's conversion notice (or in the event the Company receives such Holder's conversion notice on the Business Day prior to the maturity date of the Note, the ten Trading Day period beginning on the day after such maturity date). The Company will deliver such Settlement (in cash and any and/or shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference 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 Company’s Common Stock on such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be occur on the cash price per share received by holders Business Day following the final day of Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Settlement Averaging Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities. (c) For the purposes of Sections 4.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Daily VWAP is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Daily VWAP, as applicable.