Common use of Payments Upon Conversion Clause in Contracts

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this the Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary in this the Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third (3rd) Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)7.03. (b) Notwithstanding anything to the contrary in this the Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also not be entitled to receive a any separate cash payment representing for accrued and unpaid interest (including Additional Interest and Filing Additional Interest), if any) , except to the extent specified in Section 3.01. The Company’s delivery to the Holder of Common Stock 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 the principal amount of the Notes so converted and accrued and unpaid interest (including Additional Interest), if any, to, but not including, the Conversion Date. Any such payment As a result, accrued and unpaid interest (including Additional Interest), if any, to, but not including, the Conversion Date will be made on the settlement date applicable deemed to the relevant conversion of the Notesbe paid in full rather than cancelled, extinguished or forfeited. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price of preceding the Common Stock on the relevant Conversion Date. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any NotesNote, on the third Business Day immediately following the Conversion Datelast Trading Day of the relevant Observation Period, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to the converting Holder sum of the Daily Settlement Amounts for each of the 25 Trading Days during the applicable Observation Period for such Note. (b) The “Daily Settlement Amount,” for each of the 25 Trading Days during the Observation Period, shall consist of: (i) cash equal to the lesser of $40 and the Daily Conversion Value, and (ii) to the extent the Daily Conversion Value exceeds $40, a number of shares of Common Stock equal to (ix) the aggregate principal amount of such Notes to be converted difference between the Daily Conversion Value and $40, divided by $1,000, multiplied by (iiy) the Conversion Rate in effect as Daily VWAP for such day. (c) Subject to Section 4.03(d) below, upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. (d) Upon the conversion of such Conversion Dateany Notes, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest except to the extent specified below. The Company’s delivery to the Holder of cash or a combination of cash and Common Stock, if applicable, together with any cash payment for any fractional share of Common Stock as described Stock, will be deemed to satisfy in Section 10.03(c). (b) Notwithstanding anything full the Company’s obligation to pay the contrary in this Indenture, upon principal amount of the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing Notes so converted and accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Notes at the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from close of business on any Regular 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 full amount of interest payable on the Notes so converted; provided that no such payment will need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on the settlement date applicable or prior to the relevant Trading Day after the corresponding Interest Payment Date; (ii) for conversions following the Regular Record Date immediately preceding October 15, 2013 or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Note. (ce) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price Daily VWAP of the Company’s Common Stock on the relevant Conversion Datefinal Trading Day of the applicable Observation Period. (df) Notwithstanding anything to Solely for purposes of determining the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock payments and deliveries due upon conversion to under this Section 4.03, and notwithstanding the extent definition of “Trading Day” contained in Section 1.01, “Trading Day” means a day on which (but only to the extenti) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have there is no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.Market

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)4.03. (b) Notwithstanding anything Subject to the contrary in this IndentureSection 4.03(c) below, upon the conversion of conversion, Holders shall not receive any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing for accrued and unpaid interest (including Additional Interest, if any) unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. (c) Upon the conversion of any Notes, the Holder will not be entitled to receive any separate cash payment for accrued and Filing unpaid interest (including Additional Interest, if any) except to the extent specified below. The Company’s delivery to the Holder of cash or a combination of cash and Common Stock, if applicable, together with any cash payment for any fractional share of Common Stock, will be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest (and Additional Interest, if any) to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Notes at the close of business on such Regular Record Date will receive the full amount of interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the immediately following Interest Payment Date must be accompanied by funds equal to the full amount of interest (including Additional Interest, if any) payable on the Notes so converted; provided that no such payment will need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on the settlement date applicable or prior to the relevant third Trading Day after the corresponding Interest Payment Date; (ii) for conversions following the Regular Record Date immediately preceding September 30, 2012 or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Note. (cd) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any NotesNote, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, a "SETTLEMENT AMOUNT" equal to the sum of the Daily Settlement Amount for each of the 40 Trading Days during the Observation Period for such Note. (b) The "DAILY SETTLEMENT AMOUNT" for each of the 40 Trading Days during the Observation Period shall consist of: (i) cash equal to the lesser of (x) $25 and (y) the Daily Conversion Value, and (ii) to the extent the Daily Conversion Value exceeds $25, a number of shares of Common Stock (the "REMAINING SHARES") equal to (i) the difference between the Daily Conversion Value and $25, divided by (ii) the Daily VWAP for such day, subject to the Company's right to deliver cash in lieu of all or a portion of such Remaining Shares set forth in Section 13.11; provided, that in no event shall the aggregate number of shares per $1,000 principal amount of Notes exceed the Aggregate Share Cap. (c) The Company shall deliver the Settlement Amount to converting Holders on or prior to the third Business Day immediately following the Conversion Datelast day of the Observation Period, except in the Company case of a conversion after the date of issuance of a notice of redemption or after August 15, 2026. (d) Upon conversion, Holders shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with not receive any separate cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, unless such conversion occurs between a Regular Record Date and the Conversion Date. Any such payment will be made on the settlement date applicable Interest Payment Date to the relevant conversion of the Noteswhich it relates. (ce) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu equal to the fraction of fractional shares a share of Common Stock based otherwise issuable multiplied by the Daily VWAP on the Last Reported Sale Price last day of the Common Stock on the relevant Conversion Dateapplicable Observation Period. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any NotesSecurities, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes Securities to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)4.03. (b) Notwithstanding anything Subject to the contrary in this IndentureSection 4.03(c) below, upon the conversion of conversion, Holders shall not receive any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing for accrued and unpaid interest (including Additional Interest and Filing Additional Special Interest), if any, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. (c) Upon the conversion of any Securities, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Special Interest), if any, except to the extent specified below. The Company’s delivery to the Holder of Common Stock together with any cash payment for any fractional share of Common Stock, into which a Security is convertible will be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Securities so converted and accrued and unpaid interest (including Additional Interest and Special Interest), if any, to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest (including Additional Interest and Special Interest), if any, to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Securities at the close of business on such Regular Record Date will receive the interest (including Additional Interest and Special Interest), if any, payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest (including Additional Interest and Special Interest), if any, payable on the Securities so converted on such following Interest Payment Date; provided that no such payment will need be made (i) if the Company has called the Securities for redemption on the settlement date applicable a Redemption Date that falls after a Regular Record Date for an Interest Payment Date and on or prior to the relevant related Interest Payment Date, (ii) for conversions following the Regular Record Date immediately preceding the Final Maturity Date, (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Security. (cd) The Company shall not issue fractional shares of Common Stock upon conversion of NotesSecurities. If multiple Notes Securities shall be 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 Notes 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 NotesSecurities, the Company shall make payment therefor in 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third second Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this the Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary in this the Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion DateSecurity, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Securities being converted, at the Company’s election (subject to the Company’s Physical Settlement Waiver), in full satisfaction of the Company’s conversion obligation, either (i) shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), or (ii) a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Net-Share Settlement”), in each case, as set forth below. The Company shall give converting Holder Holders irrevocable notice of the applicable Settlement Method no later than the Business Day following the Conversion Date, provided that (A) the Settlement Method applicable to conversions following a Redemption Notice shall be specified in such Redemption Notice and (B) the Settlement Method applicable to all conversions following April 15, 2029 shall be specified by separate notice to all Holders of Outstanding Securities on or prior to April 15, 2029. For any Conversion Dates on or after April 15, 2029, or on or after a Redemption Notice, the Settlement Method specified by the Company in the relevant notice shall apply to all conversions with Conversion Dates on or after April 15, 2029, or on or after a Redemption Notice, respectively. If the Company does not specify a Settlement Method, then the applicable Settlement Method shall be Physical Settlement. The Company may, in its discretion, elect to irrevocably waive its right to satisfy the Company’s conversion obligation by Physical Settlement (a “Physical Settlement Waiver”) by giving irrevocable notice to Holders, and such Physical Settlement Waiver shall apply to all conversions of Securities with a Conversion Date that is later than the date of such notice unless the Company has already specified the Settlement Method with respect to such Securities. (b) If the Company has elected or is deemed to have elected a Physical Settlement with respect to any Securities tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion DateRate, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary shares. Except for conversions upon a Make-Whole Fundamental Change as provided in this IndentureSection 5.03(g), no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply on the third Business Day following the Effective Date Conversion Date. (c) If the Company has elected or is deemed to have elected a Net-Share Settlement with respect to any Securities tendered for conversion, the Company shall deliver, for each $1,000 principal amount of any Fundamental ChangeSecurities, the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the relevant Observation Period.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)10.03. (b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company or its stock transfer agent shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c), on the third Business Day immediately following the Conversion Date, unless such Conversion Date occurs on or following March 1, 2016, in which case the Company shall make such delivery on the Maturity Date. Except as provided in Section 10.04, the Company will not make any payment or other adjustment for dividends on any Common Stock issued upon conversion of any Notes. (b) Notwithstanding anything Except as provided in this Section 10.03(b), upon conversion, Holders shall not receive any separate cash payment of accrued and unpaid interest on the Notes. Accrued and unpaid interest to the contrary Conversion Date shall be deemed to be paid in this Indenturefull with the shares of Common Stock issued rather than cancelled, upon the conversion of any Notes, unless the extinguished or forfeited. If a Holder converts its Note after a the Record Date for an interest payment but prior to the corresponding Interest Payment Date, on such Interest Payment Date, the Holder will also receive a separate cash payment representing Company shall pay the interest accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable Note to the relevant Holder of record as of the Close of Business on the corresponding Record Date, notwithstanding the conversion of the NotesNote prior to the Interest Payment Date. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% or more of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such timeLimitation. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% or more of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date effective date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c). (b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes. (c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be 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 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 cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price per share of the Common Stock on the last Trading Day of the relevant Conversion Date. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% or more of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% or more of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% or more of the shares of Common Stock outstanding at such time. In no circumstances would the Company be required to pay cash to alleviate this obligation. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of Securities prior to the close of business on the Trading Day immediately preceding the earlier of receipt of Shareholder Approval or April 15, 2014, the Company shall deliver to the converting Holder a number of shares equal to (i) the aggregate principal amount of Securities to be converted divided by $1,000, multiplied by (ii) 56.0871 (“Initial Maximum Conversion Rate”, as adjusted for Conversion Rate adjustments), and an amount of cash equal to (i) the aggregate principal amount of Securities to be converted divided by $1,000, multiplied by (ii) the difference between the applicable conversion rate and Initial Maximum Conversion Rate, multiplied by (iii) the Applicable Conversion Share Price. (b) Upon any Notesconversion of Securities after the earlier of receipt of Shareholder Approval or April 15, 2014, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes Securities to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)4.03. (bc) Notwithstanding anything Subject to the contrary in this IndentureSection 4.03(c) below, upon the conversion of conversion, Holders shall not receive any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing for accrued and unpaid interest (including Additional Interest and Filing Additional Special Interest), if any, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. (d) Upon the conversion of any Securities, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Special Interest), if any, except to the extent specified below. The Company’s delivery to the Holder of Common Stock together with any cash payment for any fractional share of Common Stock, into which a Security is convertible will be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Securities so converted and accrued and unpaid interest (including Additional Interest and Special Interest), if any, to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest (including Additional Interest and Special Interest), if any, to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Securities at the close of business on such Regular Record Date will receive the interest (including Additional Interest and Special Interest), if any, payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest (including Additional Interest and Special Interest), if any, payable on the Securities so converted on such following Interest Payment Date; provided that no such payment will need be made (i) for conversions following the Regular Record Date immediately preceding the Final Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on the settlement date applicable or prior to the relevant corresponding Interest Payment Date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Security. (ce) The Company shall not issue fractional shares of Common Stock upon conversion of NotesSecurities. If multiple Notes Securities shall be 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 Notes 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 NotesSecurities, the Company shall make payment therefor in 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon any conversion of any NotesSecurities, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes Securities to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in this Section 10.03(c)4.03. (b) Notwithstanding anything Subject to the contrary in this IndentureSection 4.03(c) below, upon the conversion of conversion, Holders shall not receive any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing for accrued and unpaid interest (including Additional Interest and Filing Additional Special Interest), if any, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates. (c) Upon the conversion of any Securities, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest (including Special Interest), if any, except to the extent specified below. The Company’s delivery to the Holder of Common Stock together with any cash payment for any fractional share of Common Stock, into which a Security is convertible will be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Securities so converted and accrued and unpaid interest (including Special Interest), if any, to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest (including Special Interest), if any, to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Securities at the close of business on such Regular Record Date will receive the interest (including Special Interest), if any, payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest (including Special Interest), if any, payable on the Securities so converted on such following Interest Payment Date; provided that no such payment will need be made (i) if the Company has called the Securities for redemption on the settlement date applicable a Redemption Date that falls after a Regular Record Date for an Interest Payment Date and on or prior to the relevant related Interest Payment Date, (ii) for conversions following the Regular Record Date immediately preceding the Final Maturity Date, (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Security. (cd) The Company shall not issue fractional shares of Common Stock upon conversion of NotesSecurities. If multiple Notes Securities shall be 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 Notes 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 NotesSecurities, the Company shall make payment therefor in 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. (d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes is not made, in whole or in part, as a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental Change.

Payments Upon Conversion. (a) Upon Except as set forth in Section 4.07(a), upon any conversion of any NotesNote, on the third Business Day immediately following the Conversion Datelast Trading Day of the relevant Observation Period, the Company shall deliver pay cash to the converting Holder a number Holders, in respect of shares of Common Stock equal to (i) the aggregate each $1,000 principal amount of Notes being converted, in an amount (the “Settlement Amount”) equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Days during the applicable Observation Period for such Notes Note. (a) Subject to be converted divided by $1,000Section 4.03(b) below, multiplied by (ii) the Conversion Rate in effect as of such Conversion Dateupon conversion, together with Holders shall not receive any separate cash payment for any fractional share of Common Stock as described in Section 10.03(c)accrued and unpaid interest unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates. (b) Notwithstanding anything to the contrary in this Indenture, upon Upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also not be entitled to receive a any separate cash payment representing for accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) , except to the extent specified below. The Company’s payment to the Holder of the full amount of cash into which a Note is convertible, will be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. Any As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the Close of Business on a Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Record Date will receive the full amount of interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from Close of Business on any Record Date to the Opening of Business, on the immediately following Interest Payment Date must be accompanied by funds equal to the full amount of interest and Additional Interest, if any, payable on the Notes so converted; provided that no such payment will need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on the settlement date applicable or prior to the relevant third Trading Day after the corresponding Interest Payment Date; (ii) for conversions following the Record Date immediately preceding May 1, 2012 or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion of the Noteswith respect to such Note. (c) The Company shall not issue fractional shares Solely for purposes of Common Stock determining the consideration due upon conversion under this Section 4.03, and notwithstanding the definition of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder“Trading Day” contained in Section 1.01, the number of full shares “Trading Day” means a day on 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 herebyi) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor there is no Market Disruption Event and (ii) trading in cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price of the Common Stock generally occurs on the relevant Conversion Date. (d) Notwithstanding anything to the contrary in this IndentureNew York Stock Exchange or, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of if the Common Stock outstanding at such time (is not then listed on the “Limitation”). Any purported delivery of shares of New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock upon conversion of Notes shall be void and have no effect to is then listed or, if the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such timeis not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If any delivery of shares of the Common Stock owed to (or other security for which a Holder upon conversion of Notes Daily VWAP must be determined) is not madeso listed or traded, in whole or in part, as “Trading Day” means a result of the Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such delivery would not result in it being the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. The Limitation shall no longer apply following the Effective Date of any Fundamental ChangeBusiness Day.