Common use of Provision in Case of Consolidation, Merger or Sale of Assets Clause in Contracts

Provision in Case of Consolidation, Merger or Sale of Assets. In the event of (i) any reclassification of the Common Stock (other than changes resulting from a subdivision or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ shares of Common Stock (the “Reference Property”), the Company or the successor or the purchasing Person, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 to convert such Note only into the kind and amount of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive upon such transaction. For purposes of this Section 6.08, the kind and amount of consideration that a Holder would have been entitled to receive as a holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases or other dispositions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders of the Common Stock that affirmatively make such an election. The above provisions of this Section 6.08 shall similarly apply to successive reclassifications, consolidations, mergers, share exchanges, sales, assignments, conveyances, transfers, leases or other dispositions. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the Trustee, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Provision in Case of Consolidation, Merger or Sale of Assets. In the event of (i) any reclassification of the Common Stock (other than changes resulting from a subdivision or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ shares of Common Stock (the “Reference Property”), the Company or the successor or the purchasing Person, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 to convert such Note only into the kind and amount of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive upon such transaction. However, at and after the effective time of such transaction, (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 6.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 6.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 6.02 shall instead be deliverable in the amount and kind of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such transaction and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock would have received in such transaction. If the holders of the Common Stock receive only cash in such transaction, then for all conversions for which the relevant Conversion Date occurs after the effective date of such transaction (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 6.05(f)), multiplied by the price paid per share of Common Stock in such transaction and (B) the Company shall satisfy its conversion obligation by paying cash to converting Holders no later than the third Business Day following the relevant Conversion Date. For purposes of this Section 6.08, the kind and amount of consideration that a Holder would have been entitled to receive as a holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases or other dispositions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders of the Common Stock that affirmatively make such an election. The above provisions of this Section 6.08 shall similarly apply to successive reclassifications, consolidations, mergers, share exchanges, sales, assignments, conveyances, transfers, leases or other dispositions. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the TrusteeTrustee in writing, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Provision in Case of Consolidation, Merger or Sale of Assets. In the event case of (i) any reclassification consolidation or merger of the Common Stock Company with or into any other Person, any merger of another Person with or into the Company (other than changes resulting from a subdivision merger that does not result in any reclassification, conversion, exchange or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person cancellation of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ outstanding shares of Common Stock (of the “Reference Property”)Company) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company Person formed by such consolidation or the successor resulting from such merger or the purchasing Personwhich acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 6.1 to convert such Note only into the kind and amount of Reference Property that securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of a the number of shares of Common Stock equal to of the Conversion Rate Company into which such Note might have been converted immediately prior to such transaction would have owned consolidation, merger, conveyance, sale or been entitled to receive upon such transactiontransfer. For purposes of this Section 6.086.8, the kind and amount of consideration that a Holder would have been entitled to receive as a holder Holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases sales or transfers of assets or other dispositions transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders Holders of the Common Stock that affirmatively make such an election. The above provisions of this Section 6.08 6.8 shall similarly apply to successive reclassifications, consolidations, mergers, share exchangesconveyances, sales, assignments, conveyances, transfers, leases transfers or other dispositionsleases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 11.2 promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the Trustee, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Provision in Case of Consolidation, Merger or Sale of Assets. In the event case of (i) any reclassification consolidation or merger of the Common Stock Company with or into any other Person, any merger of another Person with or into the Company (other than changes resulting from a subdivision merger that does not result in any reclassification, conversion, exchange or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person cancellation of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ outstanding shares of Common Stock (of the “Reference Property”)Company) or any conveyance, sale or transfer of all or substantially all of the assets of the Company or other transaction that causes the successor Common Stock to be converted into the right to receive other securities, cash or property, the purchasing PersonPerson formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 6.1 to convert such Note only into the kind and amount of Reference Property that securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of a the number of shares of Common Stock equal to of the Conversion Rate Company into which such Note might have been converted immediately prior to such transaction would have owned consolidation, merger, conveyance, sale or been entitled to receive upon such transactiontransfer. For purposes of this Section 6.086.8, the kind and amount of consideration that a Holder would have been entitled to receive as a holder Holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases sales or transfers of assets or other dispositions transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders Holders of the Common Stock that affirmatively make such an election. The above provisions of this Section 6.08 6.8 shall similarly apply to successive reclassifications, consolidations, mergers, share exchangesconveyances, sales, assignments, conveyances, transfers, leases transfers or other dispositionsleases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 11.2 promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the Trustee, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ ' Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Provision in Case of Consolidation, Merger or Sale of Assets. In the event case of (i) any reclassification consolidation or merger of the Common Stock Company with or into any other Person, any merger of another Person with or into the Company (other than changes resulting from a subdivision merger that does not result in any reclassification, conversion, exchange or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person cancellation of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ outstanding shares of Common Stock (of the “Reference Property”)Company) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company Person formed by such consolidation or the successor resulting from such merger or the purchasing Personwhich acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 6.1 to convert such Note only into the kind and amount of Reference Property that securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of a the number of shares of Common Stock equal to of the Conversion Rate Company into which such Note might have been converted immediately prior to such transaction would have owned consolidation, merger, conveyance, sale or been entitled to receive upon such transactiontransfer. For purposes of this Section 6.086.8, the kind and amount of consideration that a Holder would have been entitled to receive as a holder Holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases sales or transfers of assets or other dispositions transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders Holders of the Common Stock that affirmatively make such an election. The above provisions of this Section 6.08 6.8 shall similarly apply to successive reclassifications, consolidations, mergers, share exchangesconveyances, sales, assignments, conveyances, transfers, leases transfers or other dispositionsleases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 11.2 of the Base Indenture promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the Trustee, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Provision in Case of Consolidation, Merger or Sale of Assets. In Subject to the event Section 8.05(f) hereof, in the case of (i) any reclassification consolidation or merger of the Common Stock Company with or into any other Person, any merger of another Person with or into the Company (other than changes resulting from a subdivision merger that does not result in any reclassification, conversion, exchange or combination); (ii) any consolidation, merger or binding share exchange involving the Company; or (iii) any sale, assignment, conveyance, transfer, lease or other disposition to another Person cancellation of the Company’s property and assets as an entirety or substantially as an entirety; provided that in each case, holders of the Common Stock are entitled to receive cash, securities or other property for such holders’ outstanding shares of Common Stock (of the “Reference Property”)Company) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company Person formed by such consolidation or the successor resulting from such merger or the purchasing Personwhich acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then Outstanding outstanding shall have the right thereafter, during the period such Note shall be convertible as specified in Section 6.01 8.01, to convert such Note only into the kind and amount of Reference Property that securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of a the number of shares of Common Stock equal to of the Conversion Rate Company into which such Note might have been converted immediately prior to such transaction would have owned consolidation, merger, conveyance, sale or been entitled to receive upon such transaction. For purposes of this Section 6.08, the kind and amount of consideration that a Holder would have been entitled to receive as a holder of the Common Stock in the case of reclassifications, consolidations, mergers, binding share exchanges, sales, assignments, conveyances, transfers, leases or other dispositions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind and amount of consideration received by the holders of the Common Stock that affirmatively make such an electiontransfer. The above provisions of this Section 6.08 8.09 shall similarly apply to successive reclassifications, consolidations, mergers, share exchangesconveyances, sales, assignments, conveyances, transfers, leases transfers or other dispositionsleases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 12.02 13.02 promptly upon such execution. If the Notes become convertible into Reference Property, the Company shall notify the Trustee, issue a press release containing the relevant information and make the press release available on the Company’s website. Neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Notes upon the conversion of their Notes after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers’ Certificate and an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the TrusteeTrustee upon request.