Common use of Termination of Conversion Rights by the Company Clause in Contracts

Termination of Conversion Rights by the Company. (a) The Company may, at its option, elect to terminate the right of the Holders to convert their Notes pursuant to this Article 10 (the “Conversion Right”) if the Volume Weighted Average Price of the Company’s Common Stock has been greater than or equal to 130% of the Conversion Price then in effect for at least 20 Trading Days during any 30 consecutive Trading Day period (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, will be required to deliver an irrevocable notice to Holders of Notes within five Trading Days after the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Notes at any time on or prior to the twenty-fifth (25th) Trading Day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 days following the Conversion Termination Date. If the Conversion Termination Date occurs prior to August 15, 2015, each Holder whose Notes are converted after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, as the Company may so elect (as described below), with respect to the Notes converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Notes from the last day through which interest was paid on such converted Notes, or the Closing Date, if no interest has been paid, to August 15, 2015 (it being understood that interest will not accrue on August 15, 2015); provided, however, that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.25. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.25. (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holder. The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.25, and the Company will not be required to comply with any of the conversion provisions of the Notes and this Indenture (including, without limitation, Article 10 (other than this Section 10.25)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its option, elect to terminate the right of the Holders holders to convert their Convertible Notes pursuant to this Article 10 into Common Stock (the “Conversion Right”) if the Volume Weighted Average Closing Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days during within a period of any 30 consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, Company will be required to deliver an irrevocable notice to Holders holders of Convertible Notes within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Convertible Notes at any time on or prior to the twenty-fifth twentieth (25th20 th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Convertible Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 days following the Conversion Termination Date. If the Conversion Termination Date occurs prior occurs, the Company shall make an additional payment (the “Interest Make-Whole Payment”) in cash with respect to August 15, 2015, each Holder whose the Convertible Notes are converted by holders after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, as the Company may so elect (as described below), with respect to the Notes converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted the Convertible Notes from the last day through which interest was paid on such converted the Convertible Notes, or the Closing Date[—], 2009, if no interest has been paid, to August 15, 2015 (it being understood that interest through and including the Maturity Date. The Company will not accrue on August 15, 2015); provided, however, be required to make any interest payment to any holder that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert converts Convertible Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before prior to the Conversion Termination DateDate on a Conversion Date that is between a record date for the payment of interest to the next succeeding interest payment date, as such holder will instead receive such funds that would otherwise be payable on such interest payment date as part of the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Interest Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.25. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.25. (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holderholder (and to beneficial owners as required by applicable law). The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Convertible Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Interest Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Convertible Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.2512.13, and the Company will not be required to comply with any of the conversion provisions of the Convertible Notes and this Indenture (including, without limitation, Article 10 12 (other than this Section 10.2512.13)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 12.13 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 12.13 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 12.13 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its optionoption and subject to the last sentence of this paragraph, elect to terminate the right of the Holders holders to convert their Convertible Notes pursuant to this Article 10 into Common Stock (the “Conversion Right”) if the Volume Weighted Average Closing Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days during within a period of any 30 consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, Company will be required to deliver an irrevocable notice to Holders holders of Convertible Notes within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Convertible Notes at any time on or prior to the twenty-fifth twentieth (25th20th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Convertible Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the The Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event during the two-year period after the Issue Date of the Convertible Notes only if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) Statement has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 thirty (30) days following the Conversion Termination Date, unless under the terms of the Registration Rights Agreement the Company is no longer obligated to keep the Shelf Registration Statement effective and available for use. If the Conversion Termination Date occurs prior occurs, the Company shall make an additional payment (the “Interest Make-Whole Payment”) in cash with respect to August 15, 2015, each Holder whose the Convertible Notes are converted by holders after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, as the Company may so elect (as described below), with respect to the Notes converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted the Convertible Notes from the last day through which interest was paid on such converted the Convertible Notes, or the Closing DateDecember 20, 2006, if no interest has been paid, to August 15, 2015 (it being understood that interest through and including the Maturity Date. The Company will not accrue on August 15, 2015); provided, however, be required to make any interest payment to any holder that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert converts Convertible Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before prior to the Conversion Termination DateDate on a Conversion Date that is between a record date for the payment of interest to the next succeeding interest payment date, as such holder will instead receive such funds that would otherwise be payable on such interest payment date as part of the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Interest Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.25. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.25. (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holderholder (and to beneficial owners as required by applicable law). The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Convertible Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Interest Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Convertible Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.2512.13, and the Company will not be required to comply with any of the conversion provisions of the Convertible Notes and this Indenture (including, without limitation, Article 10 12 (other than this Section 10.2512.13)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 12.13 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 12.13 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 12.13 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its option, elect to terminate the right of the Holders holders to convert their Convertible Notes pursuant to this Article 10 into Common Stock (the “Conversion Right”) if the Volume Weighted Average Closing Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days during within a period of any 30 consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, Company will be required to deliver an irrevocable notice to Holders holders of Convertible Notes within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Convertible Notes at any time on or prior to the twenty-fifth twentieth (25th20th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Convertible Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 days following the Conversion Termination Date. If the Conversion Termination Date occurs prior occurs, the Company shall make an additional payment (the “Interest Make-Whole Payment”) in cash with respect to August 15, 2015, each Holder whose the Convertible Notes are converted by holders after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, as the Company may so elect (as described below), with respect to the Notes converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted the Convertible Notes from the last day through which interest was paid on such converted the Convertible Notes, or the Closing DateMay 26, 2009, if no interest has been paid, to August 15, 2015 (it being understood that interest through and including the Maturity Date. The Company will not accrue on August 15, 2015); provided, however, be required to make any interest payment to any holder that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert converts Convertible Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before prior to the Conversion Termination DateDate on a Conversion Date that is between a record date for the payment of interest to the next succeeding interest payment date, as such holder will instead receive such funds that would otherwise be payable on such interest payment date as part of the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Interest Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.25. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.25. (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holderholder (and to beneficial owners as required by applicable law). The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Convertible Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Interest Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Convertible Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.2512.13, and the Company will not be required to comply with any of the conversion provisions of the Convertible Notes and this Indenture (including, without limitation, Article 10 12 (other than this Section 10.2512.13)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 12.13 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 12.13 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 12.13 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its option, elect to terminate the right of the Holders holders to convert their Convertible Notes pursuant to this Article 10 into Common Stock (the “Conversion Right”) if the Volume Weighted Average Closing Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 Trading Days during within a period of any 30 consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, Company will be required to deliver an irrevocable notice to Holders holders of Convertible Notes within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Convertible Notes at any time on or prior to the twenty-fifth twentieth (25th20 th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Convertible Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 days following the Conversion Termination Date. If the Conversion Termination Date occurs prior occurs, the Company shall make an additional payment (the “Interest Make-Whole Payment”) in cash with respect to August 15, 2015, each Holder whose the Convertible Notes are converted by holders after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, as the Company may so elect (as described below), with respect to the Notes converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted the Convertible Notes from the last day through which interest was paid on such converted the Convertible Notes, or the Closing DateMarch 27, 2009, if no interest has been paid, to August 15, 2015 (it being understood that interest through and including the Maturity Date. The Company will not accrue on August 15, 2015); provided, however, be required to make any interest payment to any holder that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert converts Convertible Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before prior to the Conversion Termination DateDate on a Conversion Date that is between a record date for the payment of interest to the next succeeding interest payment date, as such holder will instead receive such funds that would otherwise be payable on such interest payment date as part of the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Interest Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.25. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.25. (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holderholder (and to beneficial owners as required by applicable law). The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Convertible Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Interest Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Convertible Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.2512.13, and the Company will not be required to comply with any of the conversion provisions of the Convertible Notes and this Indenture (including, without limitation, Article 10 12 (other than this Section 10.2512.13)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 12.13 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 12.13 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 12.13 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its optionoption and subject to the last sentence of this paragraph, elect to terminate the right of the Holders holders to convert their Notes pursuant to this Article 10 Debentures into Common Stock (the “Conversion Right”) if at any time the Volume Weighted Average Closing Sale Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 twenty (20) Trading Days during within a period of any 30 thirty (30) consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, will be required to deliver an irrevocable notice to Holders holders of Notes Debentures within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Notes Debentures at any time on or prior to the twenty-fifth twentieth (25th20th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Notes Debentures or this Indenture. During the period from the date of this Indenture until the date that is one one-year after the later of the Last Original Issuance Date last date of original issuance of the Debentures and the last date on which the Company or any Affiliate of the Company was the owner of the NotesDebentures, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes Debentures and the Common Stock issuable upon conversion of the Notes Debentures (including any shares issuable pursuant to the Coupon Make-Whole Payment, if applicable) (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 thirty (30) days following the Conversion Termination Date. After the one-year period referenced in the immediately preceding sentence, the Company may terminate the Conversion Right upon a Conversion Termination Trigger Event only so long as there is an effective Shelf Registration Statement or the Common Stock issuable upon conversion of the Debentures (including any shares issuable pursuant to the Coupon Make-Whole Payment) is otherwise freely transferable by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any successor provision thereto) without any volume or manner of sale restrictions thereunder. If the Conversion Termination Date occurs prior to August 15March 20, 20152012, each Holder holder whose Notes Debentures are converted after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, cash (except as the Company may so elect (as described provided below), ) with respect to the Notes Debentures converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Notes the Debentures from the last day through which interest was paid on such converted Notesthe Debentures, or the Closing DateMarch 19, 2009, if no interest has been paid, to August 15(but excluding) March 20, 2015 (it being understood 2012, provided that each interest will not accrue on August 15, 2015); provided, however, payment that if the Conversion Termination Date occurs after any Regular Record Date and prior would be owed during such period shall be discounted to the Interest Payment present value of such interest payment using a discount rate equal to the interest rate of U.S. Treasury bonds with equivalent (or nearly equivalent) remaining terms from the applicable Conversion Date to which it relates(but excluding) March 20, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment2012. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall holders that receive Additional Shares pursuant to Section 17.01(c) with respect to Debentures being converted in connection with a Designated Event will not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole PaymentPayment for such converted Debentures pursuant to this Section 17.13. The Notwithstanding the foregoing, the Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.595% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice DateFive Day VWAP. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.2517.13(a). The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.2517.13(a). (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holderholder (and to beneficial owners as required by applicable law). The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the NotesDebentures; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a17.13(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Notes Debentures or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.2517.13, and the Company will not be required to comply with any of the conversion provisions of the Notes Debentures and this Indenture (including, without limitation, Article 10 17 (other than this Section 10.2517.13)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 17.13 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 17.13 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 17.13 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws. During the period beginning on the date of the Conversion Termination Notice and ending on the date thirty (30) days after the Conversion Termination Date, the Company shall not publicly offer to sell any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing prior to the date of the Conversion Termination Notice or pursuant to then outstanding options, warrants or rights), or publicly offer to sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing prior to the date of the Conversion Termination Notice).

Termination of Conversion Rights by the Company. (a) The Company may, at its optionoption and subject to the last sentence of this paragraph, elect to terminate the right of the Holders holders to convert their Notes pursuant to this Article 10 Debentures into Common Stock (the “Conversion Right”) if at any time the Volume Weighted Average Closing Sale Price of the Company’s Common Stock has been greater than or equal to 130exceeded 150% of the Conversion Price then in effect for at least 20 twenty (20) Trading Days during within a period of any 30 thirty (30) consecutive Trading Day period Days (a “Conversion Termination Trigger Event”). If the Company elects to terminate the Conversion Right upon a Conversion Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, will be required to deliver an irrevocable notice to Holders holders of Notes Debentures within five Trading Days after of the date of the Conversion Termination Trigger Event (the “Conversion Termination Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice Date”). Holders may convert their Notes Debentures at any time on or prior to the twenty-fifth twentieth (25th20th) Trading Day day following the Conversion Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Notes Debentures or this Indenture. During the period from the date of this Indenture until the date that is one one-year after the later of the Last Original Issuance Date last date of original issuance of the Debentures and the last date on which the Company or any Affiliate of the Company was the owner of the NotesDebentures, the Company may only terminate the Conversion Right upon a Conversion Termination Trigger Event if a shelf registration statement that registers the resale of the Notes Debentures and the Common Stock issuable upon conversion of the Notes Debentures (including any shares issuable pursuant to the Coupon Make-Whole Payment, if applicable) (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 thirty (30) days following the Conversion Termination Date. After the one-year period referenced in the immediately preceding sentence, the Company may terminate the Conversion Right upon a Conversion Termination Trigger Event only so long as there is an effective Shelf Registration Statement or the Common Stock issuable upon conversion of the Debentures (including any shares issuable pursuant to the Coupon Make-Whole Payment) is otherwise freely transferable by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any successor provision thereto) without any volume or manner of sale restrictions thereunder. If the Conversion Termination Date occurs prior to August 15, 2015__________, each Holder holder whose Notes Debentures are converted after the Conversion Termination Notice Date and on or before the Conversion Termination Date will receive an additional payment (the “Coupon Make-Whole Payment”) in Cash or Common Stock, cash (except as the Company may so elect (as described provided below), ) with respect to the Notes Debentures converted in an amount equal to the aggregate amount of interest payments that would have been payable on such converted Notes the Debentures from the last day through which interest was paid on such converted Notesthe Debentures, or the Closing Date__________, if no interest has been paid, to August 15(but excluding) __________, 2015 (it being understood provided that each interest will not accrue on August 15, 2015); provided, however, payment that if the Conversion Termination Date occurs after any Regular Record Date and prior would be owed during such period shall be discounted to the Interest Payment present value of such interest payment using a discount rate equal to the interest rate of U.S. Treasury bonds with equivalent (or nearly equivalent) remaining terms from the applicable Conversion Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Make-Whole Payment(but excluding) __________. The Coupon Make-Whole Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall holders that receive Additional Shares pursuant to Section 17.01(c) with respect to Debentures being converted in connection with a Designated Event will not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole PaymentPayment for such converted Debentures pursuant to this Section 17.13. The Notwithstanding the foregoing, the Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.595% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice DateFive Day VWAP. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.2517.13(a). The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.2517.13(a). (b) The Company shall mail the Conversion Termination Notice to the Trustee and to each Holder. The Conversion Termination Notice shall include the form of the conversion notice to be completed by the Holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights of the Notes; (iii) the name and address of each Paying Agent and Conversion Agent; (iv) the Coupon Make-Whole Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and Conversion Rate and any adjustments thereto. Whenever in the Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company, such reference shall be qualified by the conversion termination provisions of this Section 10.25, and the Company will not be required to comply with any of the conversion provisions of the Notes and this Indenture (including, without limitation, Article 10 (other than this Section 10.25)) after a Conversion Termination has occurred pursuant to the provisions of Section 10.25 of this Indenture, and any express mention of the conversion termination provisions of this Section 10.25 in any provision of this Indenture shall not be construed as excluding the conversion termination provisions of this Section 10.25 in those provisions of this Indenture when such express mention is not made. (c) Concurrently with the mailing of any such Conversion Termination Notice, the Company shall issue a press release announcing such Conversion Termination, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws.

Termination of Conversion Rights by the Company. (a) The Company may, at its option, may elect to terminate the right rights of the Holders holders to convert surrender their Notes pursuant to this Article 10 the Company for conversion (the “Conversion RightRights”) if ), provided that at any time the Volume Weighted Average Price Daily VWAP of the Company’s Common Stock has been greater than for twenty (20) or equal to more Trading Days in a period of thirty (30) consecutive Trading Days equals or exceeds 130% of the applicable Conversion Price then in effect for at least 20 Trading Days during any 30 consecutive Trading Day period (a “Conversion Rights Termination Trigger Event”). If the Company elects to terminate the Conversion Right Rights upon a Conversion Rights Termination Trigger Event, the Company, or, at its request, the Trustee in the name of and at the expense of the Company, will be required to shall deliver an irrevocable notice to Holders holders of Notes within five (5) Trading Days after of the date of the Conversion Rights Termination Trigger Event (the “Conversion Rights Termination Notice,” and the date of mailing of such Conversion Rights Termination Notice, the “Conversion Rights Termination Notice Date”). Holders Subject to the listing standards of The New York Stock Exchange (including the provisions restricting certain issuances to a Related Party unless the Company has obtained shareholder approval), Noteholders may convert all or a portion of their Notes (other than those that the Company is required to repurchase under Article 14) at any time on or prior to the twenty-fifth close of business on the date specified in the Conversion Rights Termination Notice, which shall be no less than twenty (25th20) Trading Day calendar days following the Conversion Rights Termination Notice Date (the “Conversion Termination Date”). The Conversion Rights of Holders shall terminate after the Conversion Termination Date (a “Conversion Termination”), and thereafter the Holders shall have no rights to convert and receive shares of Common Stock (and Cash in lieu of fractional shares, if any, and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27, if any, and the Coupon Make-Whole Payment, if any) under the Notes or this Indenture. During the period from the date of this Indenture until the date that is one year after the later of the Last Original Issuance Date last date of original issuance of the Notes and the last date on which the Company or any Affiliate of the Company was the owner of the Notes, the Company may only terminate the Conversion Right Rights upon a Conversion Rights Termination Trigger Event if a shelf registration statement that registers the resale of the Notes and the Common Stock issuable upon conversion of the Notes (the “Shelf Registration Statement”) has been filed by the Company and been declared effective by the Commission or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the Conversion Rights Termination Notice Date until 30 thirty (30) days following the Conversion Termination Date. . (b) If the Conversion Termination Date occurs prior to August 15, 20152014, each Holder whose holder that elects to convert its Notes are converted after the Conversion Rights Termination Notice Date and on or before the Conversion Termination Date will receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) from the last day through which interest was paid on the Notes, or, if no interest has been paid, from July 19, 2011, in each case to, but not including, the Conversion Date, plus an additional payment (the “Coupon Make-Whole Premium Payment”) in Cash or Common Stock, as the Company may so elect (as described below), cash with respect to the Notes converted in an amount equal to the aggregate amount of the remaining scheduled interest payments (including Additional Interest, if any) that would have been payable on such converted Notes from the last day through which interest was paid on such converted NotesConversion Date to, or the Closing Datebut not including, if no interest has been paid, to August 15, 2015 2014 (it being understood that excluding interest will accrued to, but not accrue on August 15including, 2015); provided, however, that if the Conversion Termination Date occurs after any Regular Record Date and prior to the Interest Payment Date to which it relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and shall be deemed paid prior to the Conversion Termination Date for purposes of the calculation of such Coupon Date). The Make-Whole Payment. The Coupon Make-Whole Premium Payment shall be calculated in accordance with the foregoing as determined in good faith by the Company. In the event a Holder elects to convert Notes in connection with a Make-Whole Change of Control and such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the Holder shall elect, at such Holder’s option, either (but not both) (i) an increase in the Applicable Conversion Rate by Make-Whole Shares pursuant to Section 10.13 or (ii) the Coupon Make-Whole Payment pursuant to Section 10.25. In the event a Holder converts its Notes without making any such election in accordance with the immediately preceding sentence, the Applicable Conversion Rate applicable to such Holder’s Notes so converted shall be increased by the Make-Whole Shares in accordance with Section 10.13 and such Holder shall not receive the Coupon Make-Whole Payment. For the avoidance of doubt, upon conversion of Notes, Holders shall not under any circumstances be entitled to both an increase in the Applicable Conversion Rate by Make-Whole Shares and a Coupon Make-Whole Payment. The Company may, in its sole discretion, elect to make any or all of such Coupon Make-Whole Payment in shares of Common Stock in lieu of Cash by providing notice of such election in the Conversion Termination Notice. Such Common Stock will be valued at a price per share equal to the greater of (a) the Conversion Price and (b) 97.5% of the arithmetic average of the Volume Weighted Average Prices per share of Common Stock on each of the five Trading Days immediately following the Conversion Termination Notice Date. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 10.2513.11(b). The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 10.2513.11(b). (bc) The Company shall mail the Conversion Rights Termination Notice to the Trustee and to each Holderholder (and to Beneficial Owners as required by applicable law) at such holder’s address as set forth in the Note Register of the Note Registrar. The Conversion Rights Termination Notice shall include the form of the conversion notice to be completed by the Holder and shall state: (i) the Conversion Termination Date; (ii) briefly, the conversion rights Conversion Rights of the Notes; (iii) the name and address of each Paying Agent and Conversion Agent, if applicable; (iv) the Coupon Make-Whole Premium Payment, if any, and if the Company intends to pay any or all of the Coupon Make-Whole Payment in shares of Common Stock in accordance with Section 10.25(a); and (v) the Conversion Price and applicable Conversion Rate and any adjustments thereto. Whenever in the Notes or in this Indenture there is a reference, in any context, to any conversion obligation of the Company with respect to an election to convert and surrender of the Notes to the Company, such reference shall be qualified by the conversion rights termination provisions of this Section 10.2513.11, and the Company will not be required to comply with any of the conversion provisions of the Notes and Conversion Rights set forth in this Indenture (including, without limitation, in Article 10 13 (other than in this Section 10.2513.11)) after a the close of business on the Conversion Termination has occurred pursuant to the provisions of Section 10.25 of this IndentureDate, and any express mention of the conversion rights termination provisions of this Section 10.25 13.11 in any provision of this Indenture shall not be construed as excluding the conversion rights termination provisions of this Section 10.25 13.11 in those provisions of this Indenture when such express mention is not made. (cd) Concurrently with the mailing of any such Conversion Rights Termination Notice, the Company shall issue a press release announcing such termination of the Conversion TerminationRights, the form and content of which press release shall be determined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws. During the period beginning on the Conversion Rights Termination Notice Date and ending on (and including) the Conversion Termination Date, the Company shall not publicly offer to sell any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee or non-employee director compensation plans existing prior to the Conversion Rights Termination Notice Date or pursuant to then outstanding options, warrants or rights), or publicly offer to sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of securities pursuant to benefit plans existing prior to the Conversion Rights Termination Notice Date).