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

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: (a) 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 Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable Stock Price; and (b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“Cash Amount Per Note”) and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 9.4.

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: (a) 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 Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable average Closing Sale Price of the Common Stock Priceduring the 20 Trading Day period beginning on the third Trading Day after the Conversion Date (the “Cash Settlement Averaging Period”); and (b) if the Company elects to satisfy a fixed portion amount (other than 100%but not all) of the Conversion Obligation per $1,000 principal amount of Notes in cash, the Company will deliver to such Holder Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such fixed cash amount per $1,000 aggregate original principal amount Notes to be converted (the “Cash Amount Per NoteAmount”) and ); and (2) a number of shares of Common Stock per $1,000 principal amount of Notes equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the aggregate original principal amount product of Notes to be converted by the Closing Sale Price of the Common Stock on such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price Trading Day multiplied by the Conversion Rate, less Rate minus (y) the Cash Amount; and (B) the Cash Amount Per Note, and the denominator of which is equals the Applicable product of the Closing Sale Price of Common Stock Priceon such Trading day multiplied by the number of Trading Days in the Cash Settlement Averaging Period; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 9.4.

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: (a) 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 Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable Stock Price; and (b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“Cash Amount Per Note”) and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 9.4. The Company has adopted a stated policy that it will settle in cash the principal amount of any Notes that are converted. At any time prior to maturity, the Company may, at its option, elect, by notice to the Trustee and the Holders, that upon conversion of the Notes at any time following the date of such notice, the Company shall be required to deliver cash in an amount at least equal to the principal amount of the Notes converted. If the Company makes such election, it shall also be required to deliver cash only in connection with any Principal Value Conversion pursuant to Section 9.1(c).

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 '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: (a) 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 Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable Stock Price; and (b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“"Cash Amount Per Note”") and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with Section 9.4.

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”a) 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 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. (b) The amount payable per $1,000 Principal Amount at Maturity of Securities will be the amount equal to the average Closing Price per share of Common Stock for the five consecutive Trading Days during the cash averaging period multiplied by the Conversion Rate. The "cash averaging period" means the five consecutive Trading Days immediately following (i) the date of the Company's notice pursuant to clause (c) below, (ii) the Conversion Date, in the case of conversion following the Company's notice of redemption specifying that the Company intends to deliver cash upon conversion or (iii) the Final Maturity Date. If the Company elects to satisfy only part of its obligation to deliver shares of Common Stock upon conversion of Securities with cash, it shall specify a number of shares of Common Stock per $1,000 Principal Amount at Maturity as to which it will deliver cash and the dollar amount per Note of cash to be satisfied in cash delivered will be determined as provided above except that the average Closing Price per share of Common Stock shall be multiplied by that number of shares as to which the Company has elected to deliver cash. (which must be expressed either as 100% of c) The Company will inform the Conversion Obligation or as a fixed dollar amount) at any time on or before Holders through the date that is Trustee no later than two Business Days following the Conversion Date of its election to deliver shares of Common Stock or to pay cash in lieu of delivery of some or all of such shares, unless the Company it has previously already informed Holders of its election in connection with a redemption notice 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:redemption. (ad) if the Company elects to satisfy the entire Conversion Obligation If an Event of Default (other than a default in casha cash payment upon conversion of Securities) has occurred and is continuing, the Company will deliver to such Holder may not pay cash in an amount equal to upon conversion of any Securities or portion of the product of: (1) 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 Applicable Stock Price; and (b) if the Company elects to satisfy a fixed portion Securities (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“Cash Amount Per Note”) and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common Stock in accordance with pursuant to Section 9.44.03).

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 9.39.2, 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 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 Trustee 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 receipt of written notice of conversion as specified in Section 9.2 (such period, the Conversion Date unless “Cash Settlement Notice Period”). A Holder may retract the Company has previously informed Holders of its election in connection with a redemption conversion notice at any time during the two Business Day period beginning on the day after the final day of the Notes in accordance with Section 5.1 of this IndentureCash Settlement Notice Period (a “Conversion Retraction Period”). Settlement If the conversion notice has not been retracted, then settlement (in cash and/or Common Stock) will occur on the third Business Day following the final day of the five consecutive ten Trading Day period beginning on the third Trading Day day after the final day of the Conversion DateRetraction 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 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 Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable average of the Last Reported Sale Prices of the Common Stock Priceduring the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder such cash amount (“Partial Cash Amount”) and a number of shares of Common Stock equal to the greater of (1) cash in an amount zero and (2) the excess, if any, of (A) the number of shares of Common Stock equal to (xi) the aggregate principal amount of Notes to be converted converted, divided by $1,000, multiplied by (yii) such cash amount per $1,000 aggregate original principal amount Notes to be converted the Conversion Rate over (“Cash Amount Per Note”B) and (2) a the number of shares of Common Stock equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) 10% of the aggregate original principal amount of Notes to be converted by such Holder Partial Cash Amount, divided by 1,000, multiplied by (y) the closing price of the Common Stock on such day. In no event shall the Partial Cash Amount be less than the aggregate principal amount of the Notes to be converted. If a fraction, Holder elects to convert all or any portion of a Note as set forth in Section 9.2 after the numerator Final Notice Date and the Company chooses to satisfy all or any portion of which is (A) the Applicable Stock Price multiplied by the Conversion RateObligation in cash, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay 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 lieu 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 fractional 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). Settlement (in cash and/or shares of Common Stock in accordance with Section 9.4Stock) will occur on the Business Day following the final day of such Cash Settlement Averaging Period.”