Common use of Settlement Method and Cash Amount Elections Clause in Contracts

Settlement Method and Cash Amount Elections. (i) The Company will have the right to make an election, from time to time, with respect to the Settlement Method that the Company chooses to satisfy its Conversion Obligation (other than a conversion in connection with a Fundamental Change, the terms of which shall be governed exclusively by Section 14.01(b)), and if the Company elects Combination Settlement, the dollar amount up to which the Company will settle such Conversion Obligation per $1.00 principal amount of Notes in cash (the “Cash Amount”). Each such election shall be effective until the Company provides a written notice of an election of a different Settlement Method or Cash Amount, as applicable; provided that, the Company shall use the same Settlement Method or Cash Amount, if applicable, for all conversions occurring on any given Conversion Date. The Company will initially be deemed to have elected Physical Settlement. If the Company chooses to elect a different Settlement Method and/or change the Cash Amount in the future, it will provide to all Holders, the Trustee and the Conversion Agent a written notice of the newly chosen Settlement Method or Cash Amount, as applicable, and the effective date of such newly chosen Settlement Amount or Cash Amount; provided that, the Settlement Method or Cash Amount, as applicable, contained in such notice will not apply to any conversion of Notes unless the Company has complied with its notice obligations with respect thereto under this Section 14.02(b) on or prior to the Close of Business on the Business Day immediately following the Conversion Date for such converted Notes. If the newly chosen Settlement Method is Combination Settlement and the Company fails to specify a Cash Amount in its notice of such newly chosen Settlement Method, the Company will be deemed to have elected that the Cash Amount equal $1.00. Simultaneously with providing such notice, the Company will make the relevant information available on the website of the Company. (ii) Any conversion of a Note will be deemed to have been effected on the Conversion Date for such Note and, for any shares of Common Stock that the Company issues upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the last VWAP Trading Day of the Observation Period for the relevant Conversion Date. On and after the Conversion Date with respect to a conversion of Notes pursuant hereto, all rights of the Holders of such Notes will terminate, other than the right to receive the consideration deliverable upon conversion of such Notes as provided herein.

Settlement Method and Cash Amount Elections. (i) The Company will have the right to make an election, from time to time, with respect to the Settlement Method that the Company chooses to satisfy its Conversion Obligation (other than a conversion in connection with a Fundamental Change, the terms of which shall be governed exclusively by Section 14.01(b)), and if the Company elects Combination Settlement, the dollar amount up to which the Company will settle such Conversion Obligation per $1.00 principal amount of Notes in cash (the “Cash Amount”). Each such election shall be effective until the Company provides a written notice of an election of a different Settlement Method or Cash Amount, as applicable; provided that, the Company shall use the same Settlement Method or Cash Amount, if applicable, for all conversions occurring on any given Conversion Date. The Company will initially be deemed to have elected Physical Settlement. If the Company chooses to elect a different Settlement Method and/or change the Cash Amount in the future, it will provide to all Holders, the Trustee and the Conversion Agent a written notice of the newly chosen Settlement Method or Cash Amount, as applicable, and the effective date of such newly chosen Settlement Amount or Cash Amount; provided that, the Settlement Method or Cash Amount, as applicable, contained in such notice will not apply to any conversion of Notes unless the Company has complied with its notice obligations with respect thereto under this Section 14.02(b) on or prior to the Close of Business on the Business Day immediately following the Conversion Date for such converted Notes. If the newly chosen Settlement Method is Combination Settlement and the Company fails to specify a Cash Amount in its notice of such newly chosen Settlement Method, the Company will be deemed to have elected that the Cash Amount equal $1.00. Simultaneously with providing such notice, the Company will make the relevant information available on the website of the Company. (ii) Any conversion of a Note will be deemed to have been effected on the Conversion Date for such Note and, for any shares of Common Stock that the Company issues upon conversion: (A) i. if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the Conversion Date; and (B) ii. if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the last VWAP Trading Day of the Observation Period for the relevant Conversion Date. On and after the Conversion Date with respect to a conversion of Notes pursuant hereto, all rights of the Holders of such Notes will terminate, other than the right to receive the consideration deliverable upon conversion of such Notes as provided herein.

Settlement Method and Cash Amount Elections. (i) The On or prior to the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017, the Company will have the right to make an election, from time to time, with respect to the Settlement Method that the Company chooses to satisfy its Conversion Obligation (other than a conversion in connection with a Fundamental Change, the terms of which shall be governed exclusively by Section 14.01(b))Obligation, and if the Company elects elect Combination Settlement, the dollar amount up to which the Company will settle such its Conversion Obligation per $1.00 1,000 principal amount of Notes in cash (the “Cash Amount”). Each such election shall be effective until the Company provides a written notice of an election of a different Settlement Method or Cash Amount, as applicable; provided that, the Company shall use the same Settlement Method or and Cash Amount, if applicable, for all conversions occurring on any given Conversion Date. The Company will initially be deemed to have elected Physical SettlementCombination Settlement and a Cash Amount equal to $1,000. If the Company chooses to elect a different Settlement Method and/or change the Cash Amount in the future, it will provide to all Holders, the Trustee and the Conversion Agent a written notice of the newly chosen Settlement Method or Cash Amount, as applicable, and the effective date of such newly chosen Settlement Amount or Cash Amount; provided that, the Settlement Method or and Cash Amount, as applicable, contained in such notice will not apply to any conversion of Notes unless the Company has complied with its notice obligations with respect thereto under this Section 14.02(b10.02(b) on or prior to the Close of Business on the Business Day immediately following the Conversion Date for such converted NotesNotes (or in the case of any conversion occurring on or after the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017, on or prior to the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017). If the newly chosen Settlement Method is Combination Settlement and the Company fails to specify a Cash Amount in its notice of such newly chosen Settlement Method, the Company will be deemed to have elected that the Cash Amount equal $1.001,000. Simultaneously with providing such notice, the Company will make the relevant information available on the website of the Company. The Company may not change a Settlement Method or the Cash Amount after the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017. (ii) Prior to the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017 the Company will have the right to irrevocably elect Combination Settlement with a Cash Amount equal to $1,000 by delivering written notice to all Holders, the Trustee and the Conversion Agent and issuing a press release containing the relevant information and making such information available on the website of the Company. Following such irrevocable election, the Company shall not have the right to change the Settlement Method. (iii) Any conversion of a Note will be deemed to have been effected on the Conversion Date for such Note Note, and, for any shares of Common Stock that the Company issues upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the last VWAP Trading Day of the Observation Period for the relevant Conversion Date. On and after the Conversion Date with respect to a conversion of Notes pursuant hereto, all rights of the Holders of such Notes will terminate, other than the right to receive the consideration deliverable upon conversion of such Notes as provided herein.

Settlement Method and Cash Amount Elections. (i) The Company will have the right to make an election, from time to time, with respect to the Settlement Method that the Company chooses to satisfy its Conversion Obligation (other than a conversion in connection with a Fundamental Change, the terms of which shall be governed exclusively by Section 14.01(b10.01(b)), and if the Company elects Combination Settlement, (x) the dollar amount up to which the Company will settle such Conversion Obligation per $1.00 1,000 principal amount of Notes in cash (the “Cash Amount”) and (y) the dollar amount up to which the Company will settle the Make-Whole Premium per $1,000 principal amount of Notes in cash (the “Cash Make-Whole Amount”). Each such election shall be effective until the Company provides a written notice of an election of a different Settlement Method Method, Cash Amount or Cash Make-Whole Amount, as applicable; provided that, the Company shall use the same Settlement Method Method, Cash Amount or Cash Make-Whole Amount, if applicable, for all conversions occurring on any given Conversion Date. The Company will initially be deemed to have elected Physical Settlement. If the Company chooses to elect a different Settlement Method and/or change the Cash Amount or Cash Make-Whole Amount in the future, it will provide to all Holders, the Trustee and the Conversion Agent a written notice of the newly chosen Settlement Method Method, Cash Amount or Cash Make-Whole Amount, as applicable, and the effective date of such newly chosen Settlement Amount, Cash Amount or Cash Make-Whole Amount; provided that, the Settlement Method Method, Cash Amount or Cash Make-Whole Amount, as applicable, contained in such notice will not apply to any conversion of Notes unless the Company has complied with its notice obligations with respect thereto under this Section 14.02(b10.02(b) on or prior to the Close of Business on the Business Day immediately following the Conversion Date for such converted Notes. If the newly chosen Settlement Method is Combination Settlement and (i) the Company fails to specify a Cash Amount in its notice of such newly chosen Settlement Method, the Company will be deemed to have elected that the Cash Amount equal $1.001,000 or (ii) the Company fails to specify a Cash Make-Whole Amount in its notice of such newly chosen Settlement Method, the Company will be deemed to have elected that the Cash Make-Whole Amount equals the Make-Whole Premium. Simultaneously with providing such notice, the Company will make the relevant information available on the website of the Company. (ii) Any conversion of a Note will be deemed to have been effected on the Conversion Date for such Note Note, and, for any shares of Common Stock that the Company issues upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares will be registered will become the holder of record of such shares as of the Close of Business on the last VWAP Trading Day of the Observation Period for the relevant Conversion Date. On and after the Conversion Date with respect to a conversion of Notes pursuant hereto, all rights of the Holders of such Notes will terminate, other than the right to receive the consideration deliverable upon conversion of such Notes as provided herein.