Common use of Payment Upon Conversion Clause in Contracts

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Date, the Company shall be required to pay to the Holder of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Day. (d) The amount to be paid to a converting Holder shall be computed in accordance with the following:

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount Upon any conversion of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Dateany Note, the Company shall be required deliver to pay to the Holder converting Holders, in respect of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate 1.00 principal amount of Securities exceeds $40.00Notes being converted, (1) a Cash payment in full satisfaction of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00Company’s conversion obligation, a Cash payment number of shares of Common Stock equal to the Daily applicable Conversion ValueRate, together with cash in lieu of fractional shares in accordance with Section 14.05(e), subject to Section 14.16, which may result in the delivery of Warrants in lieu of Common Stock under certain circumstances. (b) Except for conversions upon a Fundamental Change as otherwise provided in Section 4.01(c)(i)14.08, if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount deliver such cash and shares of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual AmountCommon Stock or Warrants, if anyapplicable, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c)Date. (c) The Company may elect Upon conversion, Holders shall receive a separate cash payment for accrued and unpaid interest (including any Supplementary Interest, if any), to deliver Cash the Conversion Date, subject to Section 14.01(d) in respect of part or all the case of the Residual Amount for any Securities that are converted by notifying Series A Notes, and to Section 14.04(f) in the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect case of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class Series B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading DayNotes. (d) The Company’s delivery to the Holder of Common Stock or Warrants, as applicable, together with any cash payment for any fractional share of Common Stock, into which a Note is convertible will be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount to of the Notes so converted and (ii) accrued and unpaid interest and Supplementary Interest, if any, to, but not including, the Conversion Date. (e) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be paid to a converting Holder surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in accordance cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price of the Common Stock on the relevant Conversion Date. (f) Upon surrender of Notes for conversion in connection with a Fundamental Change, the following:Company shall deliver shares of Common Stock or Warrants, if applicable, at the increased Conversion Rate as described in 14.08.

Payment Upon Conversion. (a) Except as otherwise provided Holders surrendering Notes for conversion shall be entitled to receive, in Section 4.01(c)(i), for respect of each $1,000 1.00 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Date, the Company shall be required to pay to the Holder of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”):Notes: (i) if an amount in cash (the Daily "PRINCIPAL RETURN") equal to the lesser of (A) the Conversion Value for such Trading Day for each $1,000 aggregate and (B) the principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c)such Notes; orand (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate is greater than the principal amount of Securities is less than or equal to $40.00such Note, a Cash payment number of shares of Common Stock (the "NET SHARES") equal to the sum of the Daily Share Amounts for each Trading Day during the applicable Conversion ValueReference Period; provided that, in lieu of the delivery of Net Shares, SFC may, at its option deliver cash or a combination of cash and shares of Common Stock as set forth in Section 14.13(b) (such amount of cash or stock or combination thereof, the "NET SHARE AMOUNT"). (b) Except as SFC may elect to pay cash to the Holders of Notes surrendered for conversion in lieu of all or any portion of the Net Shares, if any, otherwise provided issuable pursuant to Section 14.13(a). In such event, the amount of cash payable in respect of such Net Shares shall equal the product of (i) the percentage of each Net Share to which SFC's election to pay cash in lieu of delivery thereof shall apply, (ii) the number of Net Shares otherwise issuable upon conversion of such Notes pursuant to Section 4.01(c)(i14.13(a), and (iii) the average of the Closing Prices of the Common Stock for each of the 20 consecutive Trading Days of the Conversion Reference Period, appropriately adjusted to take into account the occurrence during such period of stock splits and similar events. SFC shall inform the Holders through the Trustee no later than two Business Days following the Conversion Date relating to any Notes of its election to deliver cash in lieu of all or any portion of the Net Shares issuable upon conversion of such Notes, which notice shall state, if a Holder surrenders a Security for conversion at any time after applicable, the 30th Scheduled Trading Day immediately preceding the Final Maturity Date percentage of each Net Share to be paid in cash. The Conversion Value, Principal Return, number of Net Shares and on or prior to 5:00 p.m. (New York City time) Net Share Amount shall be determined by SFC on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day next following the last Trading Day of the applicable Conversion Reference Period in shares of Class B Common Stock, subject to (the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c"DETERMINATION DATE"). (c) The Company may elect to SFC shall pay and, as applicable, deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or Consideration as promptly as practicable after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Determination Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash but in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading no event no later than four Business Days during the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Daythereafter. (d) The amount Neither the Trustee nor the Conversion Agent has any duty to be paid to a converting Holder determine or calculate the Conversion Value, Principal Return, number of Net Shares, the Net Share Amount or any other computation required under this Article 14, all of which shall be computed determined by SFC in accordance with the following:provisions of this Indenture, and the Trustee and the Conversion Agent shall not be under any responsibility to determine the correctness of any such determinations and/or calculations and may conclusively rely on the correctness thereof. (e) SFC may satisfy its obligation to pay the Conversion Consideration and the Make Whole Premium, if any, with respect to Notes properly surrendered for conversion pursuant to this Article 14 by arranging for the purchase and transfer of such Notes, in lieu of the conversion of such Notes, pursuant to an agreement with a financial institution or other third party (collectively, a "THIRD PARTY PURCHASER") whereby the Third Party Purchaser will purchase such Notes for consideration equal to the Conversion Consideration and the Make Whole 104 Premium, if any, which consideration will be payable in the form set forth in the notice delivered by SFC to the Trustee pursuant to Section 14.13(b). If SFC elects to satisfy its payment obligation in connection with such conversion pursuant to an arrangement described in the immediately preceding sentence, then such Notes shall remain outstanding and shall not be converted; provided that nothing contained herein shall prevent the Notes transferred to the Third Party Purchaser from being converted pursuant to the terms of this Article 14; and provided further that, subject to the last sentence of this clause (e), nothing contained in this clause (e) shall relieve SFC of its obligation to pay the Conversion Consideration and the Make Whole Premium, if any, as required pursuant to this Article 14. If the Third Party Purchaser pays the Conversion Consideration and the Make Whole Premium, if any, with respect to Notes properly surrendered for conversion pursuant to this Article 14, then the obligation of SFC to pay the Conversion Consideration and the Make Whole Premium, if any, with respect to such Notes shall be deemed satisfied and discharged in full.

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for Upon conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Date, the Company shall be required will deliver to pay to the Holder Holders in respect of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, being converted a "SETTLEMENT AMOUNT" consisting of (1) a Cash payment cash equal to the lesser of $40.00 1,000 and the Conversion Value, and (2) to the remaining Daily extent the Conversion Value exceeds $1,000 (the “Daily Net Share Settlement "Excess Value”") as provided at the Company's option all or a portion of the Excess Value may be paid in Section 4.05(c); or either (iiA) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment cash equal to the Daily Conversion Value. Excess Value or (bB) Except as otherwise provided in Section 4.01(c)(i)a number of shares equal to the sum of, for each day of the Cash Settlement Period, (i) 10% (or, if a Holder surrenders a Security for conversion at any time after elects to convert its Securities pursuant to Section 10.01(c) and is entitled to Additional Shares pursuant to Section 10.01(d), then 20%) of the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. Excess Value, divided by (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1ii) the Conversion Date will be deemed to be Closing Sale Price of the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period Common Stock for such Security day. The Company will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, Settlement Amount to such Holder converting Holders on the third Business Day following the last Trading Day of date the Settlement Amount is determined. If the Conversion Period in shares Agent receives a Conversion Notice on or prior to (1) the date on which the Company provides notice of Class B Common Stock, subject redemption pursuant to Section 3.03 (a "REDEMPTION NOTICE DATE") or (2) the date that is 20 days prior to the Company’s right to deliver Cash in lieu of Stated Maturity (the "FINAL NOTICE DATE"), then if the Company satisfies all or a any portion of such shares of Class B Common Stock its obligation with respect to the Excess Value (the "EXCESS VALUE OBLIGATION") in accordance with Section 4.05(c). (c) The cash, the Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying will notify the Holder of such Securities and through the Trustee of the dollar amount to be satisfied in cash (x) the Company’s intention to deliver Cash in respect which must be expressed either as a fixed dollar amount or a fixed percentage of the related Residual Amount and (yExcess Value Obligation) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash at any time on or before 5:00 p.m. the date that is two Business Days following receipt of the Holder's Conversion Notice (New York City time) on the second Trading "CASH SETTLEMENT NOTICE PERIOD"). If the Company timely elects to pay cash for any portion of the shares otherwise issuable upon conversion of the Securities, the Holder may retract the Conversion Notice at any time during the two Business Day period following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders final day of the Securities Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). No such retraction can be made (and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (iConversion Notice will be irrevocable) if the Company does not elect to deliver Cash cash in respect lieu of part or all 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 Residual Amount for such Securities (including through 20 Trading Day period beginning on the failure to make any election)day after the final day of the Cash Settlement Period. If a Conversion Notice is received after a Redemption Notice Date or the Final Notice Date, the Company shall deliver 100% will not send individual notices of its election to satisfy all or any portion of the Residual Amount for Excess Value obligation in cash and such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects Holders will not be allowed to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during retract the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading DayNotice. (d) The amount to be paid to a converting Holder shall be computed in accordance with the following:

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) In the event that the Company receives a Holder's Conversion Notice on the 30th Scheduled Trading Day or prior to the day that is 20 days prior to Final Maturity DateDate or, with respect to Securities being redeemed pursuant to Section 3.01, the applicable Redemption Date (the "FINAL NOTICE DATE"), the following procedures shall apply: (i) Subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall be required to pay to such Holder in Cash the Holder lesser of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following (A) the Conversion Date Obligation and (such 25 Trading Day period, a “Conversion Period”): (iB) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) being converted. With respect to the remaining Daily portion, if any, of the Conversion Value (Obligation in excess of the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of the Securities is being converted, the Company may elect to satisfy such obligation in Cash, shares of Common Stock or a combination thereof. The Company shall notify such Holder through the Trustee of the amount (the "CASH AMOUNT") of the Conversion Obligation that it shall satisfy in Cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each per $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4being converted) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for at any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash time on or before 5:00 p.m. the date that is two Business Days following receipt of such Holder's Conversion Notice (New York City time) on the second Trading Day following "CASH SETTLEMENT NOTICE PERIOD"). If, at the applicable Conversion Date; provided that end of the Company shall make a single election for all outstanding Securities for which Cash Settlement Averaging Period, the Conversion Date occurs on or after Obligation is less than the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election)Amount, the Company shall deliver Cash only to the extent of the Conversion Obligation. If the Company timely elects to satisfy 100% of the Residual Conversion Obligation in Cash or to pay a Cash Amount for in excess of $1,000 per principal amount of Securities to be converted, such Securities in shares of Holder may retract its Conversion Notice at any time during the Class B Common Stock two Business Day period immediately following the Cash Settlement Notice Period (orthe "CONVERSION RETRACTION PERIOD"). If no such election is made, if applicable, Reference Propertyno such retraction can be made (and such Conversion Notice shall be irrevocable). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Day. (d) The amount to be paid to a converting Holder shall be computed as follows: (A) If the Company elects to satisfy the entire obligation with respect to the Securities being converted in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, Cash in an amount equal to the Conversion Obligation, and (B) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Company shall pay to such Holder, for each $1,000 principal amount of Securities being converted, (a) Cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of the Common Stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of the Common Stock for such Trading Day. Pursuant to the foregoing clause (ii)(B)(b) and if the Company elects to satisfy its conversion obligation thereunder, to the extent that the Securities are at any time convertible into other securities, assets or property (including Cash) in addition to, or in lieu of, Common Stock, the Company shall deliver, in addition to Cash in an amount equal to the lesser of the Cash Amount and the Conversion Obligation to the extent that the Conversion Obligation exceeds the Cash Amount, a number of shares of the Common Stock and/or an amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became 50 convertible into other securities, assets or property (including Cash) (the type and relative allocation of consideration to be delivered upon conversion to be the same as if the entire Security were converted without giving effect to the settlement provisions set forth in this Section) equal to, the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the sum of (i) the Sale Price of the Common Stock (if Common Stock will be delivered) and (ii) the Sale Price of the amount of such other securities, assets or property (including Cash) attributable to one share of Common Stock in connection with the reclassification, merger, consolidation, dividend, distribution, sale, lease, conveyance, other disposition of all or substantially all of the Company's assets or other transaction pursuant to which the Securities became convertible into other securities, assets or property (including Cash) (as may have been previously adjusted pursuant to the anti-dilution adjustments referred to in the last sentence of the first paragraph of Section 5.05(c) and the second to last sentence of the first paragraph of Section 5.10) in addition to, or in lieu of, the Common Stock, in each case, for such Trading Day . (iii) Fractional shares of Common Stock will not be issued. In lieu of fractional shares, the Company shall pay Cash for all fractional shares of Common Stock. The Cash payment for fractional shares will be based on the Sale Price of the Common Stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement with respect to the Conversion Obligation (in Cash and shares of Common Stock, if any) shall occur on the second Business Day following the Cash Settlement Averaging Period. (b) In the event that the Company receives a Holder's Conversion Notice after the Final Notice Date, subject to the Company's right to elect to have such Securities offered to the Exchange Institution for exchange in lieu of the Company converting the Securities as set forth in Section 5.13, the Company shall not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of Securities being converted in Cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in Cash after the Final Notice Date, it shall send, on or prior to the Final Notice Date, a single notice, to 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 of not less than $1,000 per $1,000 principal amount of Securities being converted). The amount to be paid to a converting Holder shall be computed and dates for settlement of such conversion shall be determined in the same manner as set forth above in Section 5.04(a) except that the "Cash Settlement Averaging Period" shall be the ten Trading Day period ending on the Trading Day immediately preceding the Final Maturity Date or the applicable Redemption Date, as the case may be. 51 (c) The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the number of shares of Common Stock deliverable upon conversion of all of the Securities. (d) All shares of Common Stock that may be issued upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim. (e) The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall use its best efforts to list such shares on each national securities exchange on which the Common Stock is listed, or to have such shares approved for quotation on the Nasdaq National Market or other over-the-counter market on which the Common Stock is traded; provided, however, that if the rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock until the first conversion of the Securities into Common Stock in accordance with the following:provisions of this Indenture, the Company covenants to list such Common Stock issued upon conversion of the Securities in accordance with the requirements of such automated quotation system or exchange at such time. Any Common Stock issued upon conversion of a Security hereunder that at the time of conversion was a Transfer Restricted Security shall also be a Transfer Restricted Security.

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on In the 30th Scheduled Trading Day prior to the Final Maturity Date, event that the Company shall be required to pay to the Holder receives notice of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. the Optional Redemption Notice Date or the day that is twenty (New York City time20) on days prior to the Business Day immediately preceding Maturity of the Notes (the “Final Maturity Notice Date”), the following procedures will apply: If the Company chooses to satisfy all or any portion of the Company’s obligation (1the “Conversion Obligation”) in cash, the Conversion Date Company will be deemed notify the holder through the Trustee of the dollar amount to be the Business Day immediately preceding the Final Maturity Date, satisfied in cash (2) the Conversion Period for such Security will which must be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day expressed either as 100% of the Conversion Period in shares of Class B Common Stock, subject to Obligation or as a fixed dollar amount) at any time on or before the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of date that is two Business Days following the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage conversion date (the “Cash PercentageSettlement Notice Period”) ). If the Company timely elects to pay cash for any portion of the Residual Amount that shares otherwise issuable to such holder, the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) conversion notice may be retracted by the holder at any time during the two Business Day period beginning on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or day after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders final day of the Securities Cash Settlement Notice Period (the “Conversion Retraction Period”); no such retraction can be made (and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (iconversion notice shall be irrevocable) if the Company does not elect to deliver Cash cash in respect lieu of part or all 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 Residual Amount for such Securities twenty (including through 20) Trading Day period beginning on the failure day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows: (i) If the Company elects to make any election)satisfy the entire Conversion Obligation in shares, the Company shall will deliver 100% to holders surrendering Notes for conversion a number of shares equal to (1) the Residual Amount for such Securities in shares aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Class B Common Stock (or, if applicable, Reference Property)applicable Conversion Rate. (ii) if If the Company elects to deliver Cash satisfy the entire Conversion Obligation in respect of part or all of the Residual Amount for such Securitiescash, the Company shall will deliver the aggregate of the following to holders surrendering Notes for each of the 25 Trading Days during the Conversion Period: (A) Cash conversion cash in an amount equal to the product of of: (A) a number equal to (1) the Cash Percentage and aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Daily Net Share Settlement Value; Conversion Rate and (B) shares the average of the Class B Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period. (or Reference Propertyiii) If the Company elects to satisfy in an cash a fixed portion of the Conversion Obligation other than the entire obligation, the Company will deliver to holders surrendering Notes for conversion such cash amount (“Cash Amount”) and a number of shares equal to the product excess, if any, of the number of shares equal to (i) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (ii) the Conversion Rate, over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (1x) 100% minus the Cash Percentage and Amount, divided by the number of days in the Cash Settlement Averaging Period, divided by (2y) the Daily Net Share Closing Sale Price of the Common Stock. In addition, the Company will pay cash for all fractional shares of Common Stock based on the average Closing Sale Price of the Common Stock during the Cash Settlement Value for such Trading DayAveraging Period. (div) The If the Company elects to satisfy the Conversion Obligation as described in subparagraphs (i) and (iii) above, and on the date the notice of conversion is submitted by the holder, such holder’s Notes (x) have not been registered under the Securities Act or are not freely transferable pursuant to Rule 144(k) under the Securities Act and (y) the Company has not complied with the registration obligations provided in the Registration Rights Agreement, then the Company shall deliver to holders of such Notes an additional number of shares equal to 3% of the number of shares calculated under subparagraphs (i) and (iii) above. (b) In the event that the Company receives notice of conversion after an Optional Redemption Notice Date or the Final Notice Date, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if the Company chooses to redeem all or a portion of the Notes, the Company’s notice of redemption will inform the holders of its election to deliver shares of Common Stock or cash with respect to Notes converted prior to the redemption date. In addition, if the Company chooses to satisfy all or any portion of the Conversion Obligation with respect to conversions after the Final Notice Date in cash, the Company will send a single notice to the holders through the Trustee of the dollar amount to be paid to satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a converting Holder 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 under Section 14.03(a) above except that the “Cash Settlement Averaging Period” shall be the twenty (20) consecutive Trading Day period beginning on the Trading Day after the conversion date. If a conversion notice is received after an Optional Redemption Notice Date or the Final Notice Date, the holder of Notes subject to such conversion notice will not be allowed to retract the conversion notice. Settlement (in cash and/or shares) will occur on the Business Day following the final day of such Cash Settlement Averaging Period. If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than cash in lieu of any fractional shares), delivery of shares of Common Stock into which the Note are converted (and cash in lieu of any fractional shares) will be made through the Conversion Agent or the Depositary, as the case may be, as soon as practicable on or after the conversion date. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the holders of the Notes, by notice to the Trustee and the holders of the Notes to satisfy in cash 100% of the principal amount of the Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. If the Company chooses to satisfy all or a portion of the remainder of the Conversion Obligation in cash, the Company will provide notice of such election in the same manner as set forth above under either clause (a) or (b), whichever is applicable. If the Company chooses to satisfy all of the remainder of the Conversion Obligation in Common Stock, notice of the election to deliver cash for the principal amount will be deemed to have been provided on the last date of the Cash Settlement Notice Period and the notice of conversion will not be retractable. Settlement amounts will be computed and settlement dates will be determined in accordance with the following:same manner as set forth above under clause (a) or (b), as applicable.

Payment Upon Conversion. (a) Except If a Holder elects to convert all or any portion of a Security into shares of Common Stock as otherwise provided set forth in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Date, 10.01 and the Company shall be required to pay to the Holder receives such Holder's Notice of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. the day that is 20 calendar days prior to the Stated Maturity, or with respect to Securities called for redemption pursuant to Section 3.01, the applicable Redemption Date (New York City time) on the Business Day immediately preceding "Final Notice Date"), the Final Maturity DateCompany may choose to satisfy all or any portion of its Conversion Obligation in cash. Upon such election, (1) the Conversion Date Company will be deemed notify such Holder through the Trustee of the dollar amount to be the Business Day immediately preceding the Final Maturity Date, satisfied in cash (2) the Conversion Period for such Security will which must be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day expressed either as 100% of the Conversion Period in shares of Class B Common Stock, subject to Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all 's receipt of the Residual Amount for any Securities that are converted by notifying Notice of Conversion as specified in Section 10.02 (such period, the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver "Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that Settlement Notice Period"). If the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on pay cash for any portion of the second Trading Common Stock otherwise issuable to such Holder, the Conversion Notice may be retracted by the Holder at any time during the two Business Day period immediately following the applicable Cash Settlement Notice Period (the "Conversion DateRetraction Period"); provided that the Company no such retraction can be made (and a Notice of Conversion shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (ibe irrevocable) if the Company does not elect to deliver Cash cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of part or all of Conversion received by the Residual Amount for such Securities (including through Company prior to the failure to make any election)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 shall deliver 100% of as set forth below: (i) If the Residual Amount for such Securities Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Class B Conversion Settlement Distribution shall be a number of shares of Common Stock (orStock, if applicablefor each $1,000 principal amount of Securities, Reference Property)equal to the then current Conversion Rate. (ii) if If the Company elects to deliver Cash satisfy the entire Conversion Obligation in respect of part or all of the Residual Amount for such Securitiescash, the Company Conversion Settlement Distribution shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: (A) Cash be cash in an amount equal to the product of: (A) the applicable Conversion Rate, and (B) the average Last Reported Sale Price of the Common Stock for the 20 Trading Days in the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of such cash amount ("Cash Amount") and a number of shares of Common Stock equal to the greater of (1) the Cash Percentage zero and (2) the Daily Net Share Settlement Value; and (B) excess, if any, of the number of shares of the Class B Common Stock calculated as set forth in clause (or Reference Propertyi) in an amount above over the number of shares equal to the product sum, for each day of the Cash Settlement Averaging Period, of (1x) 1005% minus of the Cash Percentage and Amount, divided by (2y) the Daily Net Share Settlement Value for Last Reported Sale Price of the Common Stock on such Trading Dayday. (d) The amount to be paid to a converting Holder shall be computed in accordance with the following:

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), If a Holder surrenders its Securities for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Dateconversion, the Company shall be required to pay to the Holder of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day perioddeliver, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Conversion Reference Period for such Security. The “Daily Settlement Amount” for each of the 20 Trading Days during the Conversion Reference Period shall consist of: (i) if cash equal to the Company does not elect lesser of (x) $50 and (y) the Daily Conversion Value, and (ii) to deliver Cash in respect the extent the Daily Conversion Value exceeds $50, a number of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (orthe “Daily Share Amount”) equal to (x) the difference between the Daily Conversion Value and $50, divided by (y) the Daily VWAP for such day. (b) Upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest, including Additional Interest, if applicableany, Reference Property)unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates in which case such payment shall be payable to the Holder of converted Securities as of the Record Date. (c) Securities surrendered for conversion during the period from the Close of Business of any Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest (including any Additional Interest, if any) payable on the Securities being converted; provided further, however, that such payment is not required to be made (i) if the conversion is in connection with a redemption pursuant to Article 3 hereof and the Company has specified a Redemption Date that is after a Record Date and on or prior to the corresponding Interest Payment Date; (ii) if the conversion is in connection with a Fundamental Change and the Company elects has specified a Fundamental Change Repurchase Date that is after a Record Date and prior to deliver Cash in the corresponding Interest Payment Date; (iii) with respect of part or all to any Securities converted after the Record Date immediately preceding the Maturity Date of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: ; or (Aiv) Cash in an amount equal to the product extent of any overdue interest (1) including overdue Additional Interest, if any), if overdue interest exists at the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares time of the Class B Common Stock (or Reference Property) in an amount equal conversion with respect to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading DaySecurities being converted. (d) The amount to Company shall not issue fractional shares of Common Stock upon conversion of Securities. If multiple Securities shall be paid to a converting Holder surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Securities, the Company shall make payment therefor in accordance with cash equal to the following:fraction of a share of Common Stock otherwise issuable multiplied by the Daily VWAP for the final Trading Day of the applicable Conversion Reference Period.

Payment Upon Conversion. (a) Upon any conversion of any Note, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, at the Company’s election, in full satisfaction of the Company’s conversion obligation, any of (1) shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below. For conversions: (i) that occur prior to March 15, 2014, by the close of business on the Business Day following the Conversion Date, the Company will notify converting Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the conversion obligation (the “Cash Amount”) that will be settled in cash; or (ii) that occur on or after March 15, 2014, the Company will notify Holders of the relevant Settlement Method and, if applicable, the related Cash Amount, by notice on or prior to March 15, 2014 (which will apply to all conversions following March 15, 2014). If the Company does not specify a Settlement Method as set forth above, then Physical Settlement will apply. Except as otherwise provided described in Section 4.01(c)(i)the parentheticals to clause (ii) above, any such notice of a Settlement Method may not be revoked. (b) If the Company has elected or is deemed to have elected a Physical Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior Notes, a number of shares of Common Stock equal to the Final Maturity DateConversion Rate, together with cash in lieu of fractional shares. Except for conversions upon a Make-Whole Fundamental Change as provided in Section 15.06, the Company shall be required to pay to the Holder deliver such shares of such Securities the aggregate of the following for each of the 25 Trading Days beginning Common Stock on (1) the third Trading Business Day following the Conversion Date, in the case of a Physical Settlement with respect to a Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity DateMarch 15, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date2014, or (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day day of the applicable Observation Period, in the case of a Physical Settlement with respect to a Conversion Period in shares of Class B Common StockDate on or after March 15, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c)2014. (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that If the Company elects has elected a Cash Settlement with respect to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election any Notes tendered for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an electionconversion, the Company shall (x) give notice of such election to the Holders of the Securities and the Trusteedeliver, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For for each $1,000 principal amount of Securities surrendered for conversion: (i) if Notes, a cash payment equal to the Company does not elect to deliver Cash in respect of part or all sum of the Residual Amount Daily Conversion Values for such Securities each of the thirty (including through 30) Trading Days during the failure to make any election)relevant Observation Period. Except for conversions upon a Make-Whole Fundamental Change as provided in Section 15.06, the Company shall deliver 100% make such payment on the third Business Day following the last day of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion applicable Observation Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Day. (d) The If the Company has elected a Combination Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount to be paid to a converting Holder shall be computed in accordance with of Notes, the following:sum of the Daily Settlement Amounts for each of the thirty (30) Trading Days during the relevant Observation Period.

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on In the 30th Scheduled Trading Day prior to the Final Maturity Date, event that the Company shall be required to pay to the Holder of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the receives a Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and Notice on or prior to 5:00 p.m. the day that is 20 days prior to either Stated Maturity or, with respect to Securities being redeemed, the applicable Redemption Date (New York City time) on the Business Day immediately preceding "Final Notice Date"), the Final Maturity Datefollowing procedures will apply: If the Company chooses to satisfy all or any portion of its Conversion Obligation in cash, (1) the Conversion Date Company will be deemed notify such Holder through the Trustee of the dollar amount to be the Business Day immediately preceding the Final Maturity Date, satisfied in cash (2) the Conversion Period for such Security will which must be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day expressed either as 100% of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all Obligation or as a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (cfixed dollar amount) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for at any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash time on or before 5:00 p.m. the date that is two Business Days following the Company's receipt of the Conversion Notice as specified in Section 10.02 (New York City time) such period, the "Cash Settlement Notice Period"). If the Company timely elects to pay cash for any portion of the Common Stock otherwise issuable to such Holder, the Conversion Notice may be retracted at any time during the two Business Day period beginning on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or day after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders final day of the Securities Cash Settlement Notice Period (the "Conversion Retraction Period"); no such retraction can be made (and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (iConversion Notice shall be irrevocable) if the Company does not elect to deliver Cash cash in respect lieu of part or all shares of Common Stock (other than cash in lieu of fractional shares). If the Conversion Notice is not retracted within the Conversion Retraction Period, then settlement of the Residual Amount Conversion Obligation (in cash and/or shares of Common Stock) (the "Conversion Settlement Distribution") (other than with respect to any Additional Shares, for such Securities which settlement shall occur in the time periods specified in Section 10.01(c)) will occur on the third Business Day following the final day of the 20 Trading Day period beginning on the Trading Day after the final day of the Conversion Retraction Period (including through the failure "Cash Settlement Averaging Period"). The Conversion Settlement Distribution will be computed as follows: (i) If the Company elects to make any election)satisfy the entire Conversion Obligation in shares of Common Stock, the Company shall deliver 100% to Holders surrendering Securities for conversion a number of shares of Common Stock equal to (1) the aggregate principal amount of Securities to be converted divided by 1,000, multiplied by (2) the sum of the Residual Amount applicable Conversion Rate and the applicable number of Additional Shares issuable upon conversion of $1,000 principal amount of Securities, if any. In addition, the Company will pay cash for such Securities in all fractional shares of the Class B Common Stock (or, if applicable, Reference Propertyas set forth in Section 10.02(c). (ii) if If the Company elects to deliver Cash satisfy the entire Conversion Obligation in respect of part or all of the Residual Amount for such Securitiescash, the Company shall will deliver the aggregate of the following to Holders surrendering Securities for conversion, for each $1,000 principal amount of the 25 Trading Days during the Conversion Period: (A) Cash Securities, cash in an amount equal to the product of: (1) a number equal to (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the number of shares of Common Stock calculated pursuant to subclause (2) of clause (i) of this Section 10.03(a), and (2) the average of the Closing Prices of the Common Stock during each Trading Day during the Cash Settlement Averaging Period. (iii) If the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to Holders surrendering Securities for conversion, for each $1,000 principal amount of Securities, such cash amount (the "Cash Amount") and a number of shares of Common Stock equal to the excess, if any, of the number of shares of Common Stock calculated pursuant to subclause (2) of clause (i) of this Section 10.03 (a) over the number of shares of Common Stock equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) 5% of the Cash Amount (other than cash for fractional shares of Common Stock), divided by (y) the Closing Price of the Common Stock on such day. In addition, the Company will pay cash for all fractional shares of Common Stock as set forth in Section 10.02(c). (i) In the event that the Company receives a Conversion Notice after the Final Notice Date, if the Company chooses to satisfy all or any portion of the Conversion Obligation in cash, the Company shall send, on or prior to the Final Notice Date, a single notice to 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). If the Company delivers a single notice to the Trustee, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. The Conversion Settlement Distribution will be computed in the same manner as set forth under Section 10.03(a) above except that the "Cash Settlement Averaging Period" shall be the 20 Trading Day period beginning on the Trading Day after the receipt of the Conversion Notice (or, in the event the Company receives the Conversion Notice on the Business Day prior to the Stated Maturity, the 20 Trading Day period beginning on the Trading Day after the Stated Maturity). Settlement of the Conversion Obligation pursuant to this Section 10.03(b)(i) (in cash and/or shares of Common Stock) (other than with respect to any Additional Shares, for which settlement shall occur in the time periods specified in Section 10.01(c)) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period. (ii) If a Holder elects to convert Securities pursuant to Section 10.01(a)(5) and such Holder, in connection with such conversion, would be entitled to receive Additional Shares, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if the Company chooses to satisfy all or any portion of the Conversion Obligation in cash, unless the Company has previously sent a notice pursuant to Section 10.03(c), the Company will send a single notice to 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) in connection with the announcement of the relevant corporate transaction. The Conversion Settlement Distribution will be computed in the same manner as set forth in Section 10.03(a) except that (1) the Cash Percentage Settlement Averaging Period shall be the 20 Trading Day period beginning on the Trading Day after the receipt of the Conversion Notice (or, in the event the Company receives the Conversion Notice on the Business Day prior to the Stated Maturity, the 20 Trading Day period beginning on the Trading Day after the Stated Maturity), and (2) if the Daily Net Share Settlement Value; and Securities become convertible into Exchange Property, the Closing Price of the Common Stock shall be deemed to equal the sum of (A) 100% of the value of any Exchange Property consisting of cash received per share of Common Stock, (B) shares the Closing Price of any Exchange Property received per share of Common Stock consisting of securities that are traded on a U.S. national securities exchange or approved for quotation on The New York Stock Exchange and (3) the Fair Market Value of any other Exchange Property received per share, as determined by two independent nationally recognized investment banks selected by the Trustee for this purpose. Settlement (in cash and/or shares) will occur on the third Business Day following the final day of such Cash Settlement Averaging Period. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, with respect to any Securities which may be converted after the date of such election, in its sole discretion without the consent of the Class B Common Stock (or Reference Property) in an amount equal Holders of the Securities, by notice to the product Trustee and the Holders of the Securities, (i) to satisfy in cash the lesser of (1) 100% minus (A) the Conversion Rate, multiplied by (B) the average Closing Price of the Common Stock during the Cash Percentage Settlement Averaging Period and (2) 100% of the Daily Net Share Settlement Value for principal amount of any such Trading Day. (d) The Security, with any remaining amount to be paid satisfied in shares of Common Stock, or (ii) to a converting Holder satisfy all of the Conversion Obligation in shares of Common Stock. Any Conversion Notice delivered following the date the Company makes either such election shall not be retractable, and the Conversion Settlement Distribution shall be computed and settlement dates shall be determined in accordance the same manner as set forth in Section 10.03(a), except that the Cash Settlement Averaging Period shall be the 20 Trading Day period beginning on the Trading Day after receipt of the Conversion Notice. In the case of any Holders who elect to convert any Securities pursuant to the provisions set forth in Section 10.01(a)(5) following the date the Company makes either election set forth in this Section 10.03(c), and such Holder, in connection with such conversion, would be entitled to receive Additional Shares, the following:Conversion Settlement Distribution will be computed and the settlement dates will be determined in the same manner as set forth in Section 10.03(b)(ii).

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i)Upon conversion of any Note, for the Company shall deliver to converting Holders, with respect to each $1,000 principal amount of Securities surrendered Notes validly tendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior conversion, cash, fully paid shares of Common Stock or a combination thereof, as applicable, equal to the Final Maturity Date, the Company shall be required to pay to the Holder of such Securities the aggregate sum of the following Daily Settlement Amounts for each of the 25 20 Trading Days beginning on during the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion applicable Observation Period”): ; provided that (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to will deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash cash in lieu of all or a portion of such fractional shares of Class B Common Stock in accordance with as set forth pursuant to Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities 15.04; and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part settle all or all a portion of the Residual Daily Share Amount for such Securitiesin cash as set forth in the last paragraph of Section 15.02, the Company shall deliver inform converting Noteholders by notice to the aggregate Trustee no later than the close of business on the Business Day immediately preceding the first Scheduled Trading Day of the following applicable Observation Period for such election to pay cash upon conversion of the Notes and will specify in such notice the Cash Percentage as required in the last paragraph of Section 15.02. The Daily Settlement Amounts for each of the 25 20 Trading Days during the Conversion Period: (A) Cash applicable Observation Period and any cash to be delivered in an amount equal to the product lieu of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) any fractional shares of the Class B Common Stock (or Reference Property) in an amount equal to shall be determined by the product Company promptly following the last day of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Dayapplicable Observation Period. (db) The amount Payment of the cash and, if applicable, shares of Common Stock pursuant to be paid to a converting Holder this Section 15.03 shall be computed in accordance with made by the following:Company on the third Business Day immediately following the last Trading Day of the applicable Observation Period to the holder of a Note surrendered for conversion, or such holder’s nominee or nominees, and the Company shall deliver to the Trustee and any other conversion agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such conversion.

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on In the 30th Scheduled Trading Day prior to the Final Maturity Date, event that the Company shall be required to pay to the Holder receives notice of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. the Optional Redemption Notice Date or the day that is twenty (New York City time20) on days prior to the Business Day immediately preceding maturity of the Notes (the “Final Maturity Notice Date”), the following procedures will apply: If the Company chooses to satisfy all or any portion of the Company’s obligation (1the “Conversion Obligation”) in cash, the Conversion Date Company will be deemed notify the holder through the Trustee of the dollar amount to be the Business Day immediately preceding the Final Maturity Date, satisfied in cash (2) the Conversion Period for such Security will which must be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day expressed either as 100% of the Conversion Period in shares of Class B Common Stock, subject to Obligation or as a fixed dollar amount) at any time on or before the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of date that is two Business Days following the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage conversion date (the “Cash PercentageSettlement Notice Period”) ). If the Company timely elects to pay cash for any portion of the Residual Amount that shares otherwise issuable to such holder, the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) conversion notice may be retracted by the holder at any time during the two Business Day period beginning on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or day after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders final day of the Securities Cash Settlement Notice Period (the “Conversion Retraction Period”); no such retraction can be made (and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (iconversion notice shall be irrevocable) if the Company does not elect to deliver Cash cash in respect lieu of part or all 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 Residual Amount for such Securities twenty (including through 20) Trading Day period beginning on the failure day after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”). Settlement amounts will be computed as follows: (i) If the Company elects to make any election)satisfy the entire Conversion Obligation in shares, the Company shall will deliver 100% to holders surrendering Notes for conversion a number of shares equal to (1) the Residual Amount for such Securities in shares aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Class B Common Stock (or, if applicable, Reference Property)applicable Conversion Rate. (ii) if If the Company elects to deliver Cash satisfy the entire Conversion Obligation in respect of part or all of the Residual Amount for such Securitiescash, the Company shall will deliver the aggregate of the following to holders surrendering Notes for each of the 25 Trading Days during the Conversion Period: (A) Cash conversion cash in an amount equal to the product of of: (A) a number equal to (1) the Cash Percentage and aggregate original principal amount of Notes to be converted divided by 1,000 multiplied by (2) the Daily Net Share Settlement Value; Conversion Rate and (B) shares the average of the Class B Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period. (or Reference Propertyiii) If the Company elects to satisfy in an cash a fixed portion of the Conversion Obligation other than the entire obligation, the Company will deliver to holders surrendering Notes for conversion such cash amount (“Cash Amount”) and a number of shares equal to the product excess, if any, of the number of shares equal to (i) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (ii) the Conversion Rate, over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (1x) 100% minus the Cash Percentage and Amount, divided by the number of days in the Cash Settlement Averaging Period, divided by (2y) the Daily Net Share Closing Sale Price of the Common Stock. In addition, the Company will pay cash for all fractional shares of Common Stock based on the average Closing Sale Price of the Common Stock during the Cash Settlement Value for such Trading DayAveraging Period. (div) The If the Company elects to satisfy the Conversion Obligation as described in subparagraphs (i) and (iii) above, and on the date the notice of conversion is submitted by the holder, such holder’s Notes (x) have not been registered under the Securities Act or are not freely transferable pursuant to Rule 144(k) under the Securities Act and (y) the Company has not complied with the registration obligations provided in the Registration Rights Agreement, then the Company shall deliver to holders of such Notes an additional number of shares equal to 3% of the number of shares calculated under (i) and (iii) above. (b) In the event that the Company receives notice of conversion on an Optional Redemption Notice Date or the Final Notice Date, the Company will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if the Company chooses to redeem all or a portion of the Notes, the Company’s notice of redemption will inform the holders of its election to deliver shares of Common Stock or cash with respect to Notes converted prior to the redemption date. In addition, if the Company chooses to satisfy all or any portion of the Conversion Obligation with respect to conversions after the Final Notice Date in cash, the Company will send a single notice to the holders through the Trustee of the dollar amount to be paid to satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a converting Holder 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 under Section 14.03(a) above except that the “Cash Settlement Averaging Period” shall be the twenty (20) consecutive Trading Day period beginning on the Trading Day after the conversion date. If a conversion notice is received after an Optional Redemption Notice Date or the Final Notice Date, the holder of Notes subject to such conversion notice will not be allowed to retract the conversion notice. Settlement (in cash and/or shares) will occur on the Business Day following the final day of such Cash Settlement Averaging Period. If the Company does not elect to satisfy any part of the Conversion Obligation in cash (other than cash in lieu of any fractional shares), delivery of shares of Common Stock into which the Note are converted (and cash in lieu of any fractional shares) will be made through the Conversion Agent or the Depositary, as the case may be, as soon as practicable on or after the conversion date. (c) Notwithstanding anything to the contrary in this Indenture, at any time prior to maturity, the Company may irrevocably elect, in its sole discretion without the consent of the holders of the Notes, by notice to the Trustee and the holders of the Notes to satisfy in cash 100% of the principal amount of the Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. If the Company chooses to satisfy all or a portion of the remainder of the Conversion Obligation in cash, the Company will provide notice of such election in the same manner as set forth above under either clause (a) or (b), whichever is applicable. If the Company chooses to satisfy all of the remainder of the Conversion Obligation in Common Stock, notice of the election to deliver cash for the principal amount will be deemed to have been provided on the last date of the Cash Settlement Notice Period and the notice of conversion will not be retractable. Settlement amounts will be computed and settlement dates will be determined in accordance with the following:same manner as set forth above under clause (a) or (b), as applicable.

Payment Upon Conversion. (a) Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount Upon any conversion of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30th Scheduled Trading Day prior to the Final Maturity Dateany Note, the Company shall be required deliver to pay to the Holder converting Holders, in respect of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate 1.00 principal amount of Securities exceeds $40.00Notes being converted, (1) a Cash payment in full satisfaction of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00Company’s conversion obligation, a Cash payment number of shares of Common Stock equal to the Daily applicable Conversion ValueRate, together with cash in lieu of fractional shares in accordance with Section 14.05(e), subject to Section 14.16, which may result in the delivery of Warrants in lieu of Common Stock under certain circumstances. (b) Except for conversions upon a Fundamental Change as otherwise provided in Section 4.01(c)(i)14.08, if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount deliver such cash and shares of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual AmountCommon Stock or Warrants, if anyapplicable, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c)Date. (c) The Company may elect Upon conversion, Holders shall receive a separate cash payment for accrued and unpaid interest (including any Supplementary Interest, if any), to deliver Cash the Conversion Date, subject to Section 14.01(d) in respect of part or all the case of the Residual Amount for any Securities that are converted by notifying Series A Notes, and to Section 14.04(e) in the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect case of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class Series B Common Stock (or, if applicable, Reference Property). (ii) if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period: (A) Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading DayNotes. (d) The Company’s delivery to the Holder of Common Stock or Warrants, as applicable, together with any cash payment for any fractional share of Common Stock, into which a Note is convertible will be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount to of the Notes so converted and (ii) accrued and unpaid interest and Supplementary Interest, if any, to, but not including, the Conversion Date. (e) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be paid to a converting Holder surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in accordance cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price of the Common Stock on the relevant Conversion Date. (f) Upon surrender of Notes for conversion in connection with a Fundamental Change, the following:Company shall deliver shares of Common Stock or Warrants, if applicable, at the increased Conversion Rate as described in 14.08.

Payment Upon Conversion. (a) Except as otherwise provided Notwithstanding anything to the contrary in Section 4.01(c)(i)17.01, for each $1,000 principal amount the Company may choose to satisfy all or a portion of Securities surrendered for the Conversion Obligation in cash. (b) If the Company receives notice of conversion prior to 5:00 p.m. (New York City time) in accordance herewith on the 30th Scheduled Trading Day or prior to the day that is 30 Trading Days prior to the Stated Maturity or any redemption date for the Notes (the "Final Maturity Notice Date"), the following procedures will apply: (i) If the Company chooses to satisfy all or any portion of the Conversion Obligation in cash, the Company will notify the converting 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 five Trading Days following receipt of the converting Holder's notice of conversion (the "Cash Settlement Notice Period"). If the Company timely elects to satisfy all or any portion of the Conversion Obligation in cash, the conversion notice may be retracted by the converting Holder at any time during the two Trading 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 conversion notice shall be required irrevocable) if the Company does not elect to pay to the Holder of such Securities the aggregate satisfy all or any portion of the Conversion Obligation in 72 cash (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then settlement (in cash and/or shares of Common Stock) will occur on the Trading Day following for each the final day of the 25 20-Trading Days Day period beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a “Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day final day of the Conversion Retraction Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “"Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (i) if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference PropertySettlement Averaging Period"). (ii) if If the Company elects to deliver Cash satisfy the entire Conversion Obligation in respect shares of part or all of the Residual Amount for such SecuritiesCommon Stock, the Company shall will deliver the aggregate to Holders surrendering Notes for conversion a number of the following for each shares of the 25 Trading Days during the Conversion Period: Common Stock equal to (A) Cash the aggregate Principal Amount of Notes to be converted divided by $1,000 multiplied by (B) the then-effective Conversion Rate. (iii) If the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to Holders surrendering Notes for conversion cash in an amount equal to the product of of: (A) a number equal to (1) the Cash Percentage and aggregate principal amount of Notes to be converted divided by $1,000 multiplied by (2) the Daily Net Share Settlement Value; then-effective Conversion Rate and (B) the arithmetic average of the Volume-Weighted Average Prices of the Common Stock for each Trading Day during the Cash Settlement Averaging Period. (iv) If the Company elects to satisfy in cash a portion of the Conversion Obligation other than the entire obligation, the Company will deliver to Holders surrendering Notes for conversion such cash amount ("Cash Amount") and a number of shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of greater of: (A) zero and (B) the excess, if any, of: (1) 100% minus the Cash Percentage and number of shares of Common Stock equal to (x) the aggregate Principal Amount of Notes to be converted divided by $1,000, multiplied by (y) the then-effective Conversion Rate, minus (2) the Daily Net Share number of shares of Common Stock equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Volume-Weighted Average Prices of the Common Stock for each Trading Day during the Cash Settlement Value for Averaging Period. (v) if the Company elects to settle all of the Conversion Obligation in shares, settlement of the Conversion Obligation will occur as soon as practicable after receipt of the converting Holder's notice of conversion, but in no event later than three Trading Days thereafter. (i) If the Company elects to satisfy all or any portion of the Conversion Obligation in cash in connection with a notice of conversion received in accordance herewith after the Final Notice Date, the Company must send a single notice to 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 and will not send individual notices of its election to satisfy all or any portion of the Conversion Obligation in cash. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth under Section 17.02(b) above except that the "Cash Settlement Averaging Period" shall be the twenty (20) consecutive Trading Days ending on the third Trading Day prior to the Stated Maturity or any redemption date. Settlement (in cash and/or shares of Common Stock) will occur on the third Trading Day following the final day of such Cash Settlement Averaging Period. (ii) If the Company elects to settle all of the Conversion Obligation in shares, settlement of the Conversion Obligation will occur as soon as practicable after receipt of the converting Holder's notice of conversion, but in no event later than three Trading DayDays thereafter. (d) Notwithstanding anything to the contrary in this Indenture, at any time prior to Stated Maturity, the Company may irrevocably elect, in its sole discretion without the consent of the Holders, by notice to the Trustee and the Holders to satisfy in cash 100% of the principal amount of the Notes converted after the date of such election. After making such an election, the Company still may satisfy the remainder of the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. The amount to be paid to a converting Holder shall Company will provide notice of such election in the same manner as set forth above under either clause (b) or (c), whichever is applicable. Settlement amounts will be computed and settlement dates will be determined in accordance with the following:same manner as set forth above under clause (b) or (c), as applicable.

Payment Upon Conversion. (ai) Except as otherwise provided in Conversion on or Prior to a Redemption Notice Date or the Final Notice Date. In the event that the Company receives a holder's notice of conversion on or prior to (1) the date on which the Company gives notice of the redemption of Notes under Section 4.01(c)(i3.02 (a "Redemption Notice Date") or (2) the date that is 20 days prior to Stated Maturity (the "FINAL NOTICE DATE"), for each $1,000 principal amount the following procedures shall apply: (1) If the Company elects to satisfy all or any portion of Securities surrendered for conversion prior its obligation to 5:00 p.m. convert the Notes (New York City timethe "CONVERSION OBLIGATION") on the 30th Scheduled Trading Day prior to the Final Maturity Datein cash, the Company shall be required to pay to notify holders through the Holder of such Securities the aggregate Trustee of the following for each dollar amount to be satisfied in cash (which must be expressed either as 100% of the 25 Trading Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day periodthe "CASH SETTLEMENT NOTICE PERIOD"). If the Company timely elects to pay cash for any portion of the Common Shares otherwise issuable to holders upon conversion, a “holders may retract the Conversion Period”): (i) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the “Daily Net Share Settlement Value”) as provided in Section 4.05(c); or (ii) if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value. (b) Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion Notice at any time after during the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the two Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately Days following the Final Maturity Date, final day of the Cash Settlement Notice Period (3) the Company "CONVERSION RETRACTION PERIOD"). No such retraction can be made (and a Conversion Notice shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company’s right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c). (c) The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company’s intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the “Cash Percentage”) of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company’s website. For each $1,000 principal amount of Securities surrendered for conversion: (iirrevocable) if the Company does not elect to deliver Cash cash in respect lieu of part or all Common Shares (other than cash in lieu of fractional shares). Upon the Residual Amount for such Securities (including through the failure to make any election)expiration of a Conversion Retraction Period, the Company a Conversion Notice shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property). (ii) if be irrevocable. If the Company elects to deliver Cash in respect of part satisfy all or all any portion of the Residual Amount for such SecuritiesConversion Obligation in cash, and the applicable Conversion Notice has not been retracted, then settlement (in cash or in cash and Common Shares) will occur on the Business Day following the final day of the 20-Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). If the Company shall deliver the aggregate does not elect to satisfy any part of the following for each Conversion Obligation in cash (other than cash in lieu of any fractional shares), delivery of the 25 Trading Days during Common Shares into which the Notes are converted (and cash in lieu of any fractional shares) shall occur through the Conversion PeriodAgent as described above as soon as practicable on or after the Conversion Date. (2) Settlement amounts will be computed as follows: (A) Cash If the Company elects to satisfy the entire Conversion Obligation in Common Shares, it shall deliver to holders a number of Common Shares equal to (i) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (ii) the Conversion Rate. In addition, the Company shall pay cash for any fractional Common Share based on the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the Conversion Date. (B) If the Company elects to satisfy the entire Conversion Obligation in cash, it shall deliver to holders cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and (B) shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Day. (d) The amount to be paid to a converting Holder shall be computed in accordance with the followingof: