Common use of Settlement of Accrued Interest and Deemed Payment of Principal Clause in Contracts

Settlement of Accrued Interest and Deemed Payment of Principal. Subject to Section 14.02(f), if a Holder converts a Security, the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Security and the Company’s delivery of the amount of cash and the number of shares of Common Stock, if any, into which a Security is convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Security to, but excluding, the Conversion Date; provided, however, that if a Holder converts a Security after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Security on such Regular Record Date. As a result of the foregoing, and Section 14.02(f), the Company will pay accrued and unpaid interest on the Maturity Date on all Securities converted after the Regular Record Date immediately preceding the Maturity Date to the holders of record of such Securities on such Regular Record Date, and converting Holders will not be required to pay the Company equivalent amounts. As a result, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, any accrued and unpaid interest with respect to a converted Security will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, if the Settlement Amount for any Security includes both cash and shares of the Common Stock, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such conversion. Except as otherwise provided herein, in no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Stock issued on conversion of such Holder’s Securities if the applicable Conversion Date is after the Regular Record Date for such dividend or distribution. Prior to any conversion in accordance with this Section 14.03, a Holder shall not be the owner of any Common Stock issuable upon conversion of such Holder’s Securities

Settlement of Accrued Interest and Deemed Payment of Principal. Subject to Section 14.02(f), if If a Holder converts a SecurityNote, the Company Issuer will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Security Note, and the CompanyIssuer’s delivery or payment, as the case may be, of the amount cash, shares of Common Stock or a combination of cash and the number of shares of Common Stock, if any, Stock into which a Security Note is convertible will be deemed to satisfy and discharge in full the CompanyIssuer’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Security Note to, but excluding, the Conversion Date; provided, however, that if a Holder converts a Security Note after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment corresponding to such Regular Record Date, the Company Issuer will still be obligated to pay the full amount of interest due on such Interest Payment Date to the Holder of such Security Note on such Regular Record DateDate notwithstanding such conversion. As a result Therefore, for the avoidance of the foregoingdoubt, and Section 14.02(f), the Company will pay accrued and unpaid interest all Holders of Notes on the Maturity Date on all Securities converted after the Regular Record Date immediately preceding the Maturity Date to will receive the holders full interest payment due on the Maturity Date regardless of record of such Securities on whether their Notes have been converted following such Regular Record Date, and converting Holders will not be required to pay the Company equivalent amounts. As a result, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, any accrued and unpaid interest with respect to a converted Security Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, if the Settlement Amount for any Security Note includes both cash and shares of the Common Stock, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such conversion. Except as otherwise provided herein, in In no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Stock issued on conversion of such Holder’s Securities Notes if the applicable Conversion Date is after the Regular Record Date for such dividend or distribution. Prior to any conversion in accordance with this Section 14.03, a Holder shall not be the owner of any Common Stock issuable upon conversion of such Holder’s Securities.

Settlement of Accrued Interest and Deemed Payment of Principal. Subject to Section 14.02(f), if If a Holder converts a SecurityNote, the Company will not make any separate cash payment or adjust the Conversion Rate to account for any accrued and unpaid interest (including any applicable Dividend Pass-Through Payment) on such Security the Note, and the Company’s delivery of the number of shares of Common Stock and the amount of cash and that the number Company will pay to such Holder in lieu of fractional shares of Common Stock, if any, into which a Security Note is convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, of such Note and accrued and unpaid interestinterest (including any applicable Dividend Pass-Through Payment), if any, on, such Security Note to, but excluding, the Conversion Date; provided, however, that if a Holder converts a Security Note after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Security Note as of the Close of Business on such Regular Record Date. As a result of the foregoing, and Section 14.02(f), the Company will pay accrued and unpaid interest on the Maturity Date on all Securities converted after the Regular Record Date immediately preceding the Maturity Date to the holders of record of such Securities on such Regular Record Date, and converting Holders will not be required to pay the Company equivalent amounts. As a result, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraphsentence, any accrued and unpaid interest (and any applicable Dividend Pass-Through Payment) with respect to a converted Security Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, if the Settlement Amount for any Security includes both cash and shares of the Common Stock, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such conversion. Except as otherwise provided herein, in no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Stock issued on conversion of such Holder’s Securities if the applicable Conversion Date is after the Regular Record Date for such dividend or distribution. Prior to any conversion in accordance with this Section 14.03, a Holder shall not be the owner of any Common Stock issuable upon conversion of such Holder’s Securities.