Common use of The Underlying Securities Clause in Contracts

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms of the Securities; the maximum number of shares of Common Stock issuable upon conversion of the Securities (including the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company elects, upon each conversion of the Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (y) the Initial Purchasers exercise their option to purchase the Option Securities in full (the “Maximum Number of Underlying Securities”)) have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any preemptive or similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock the Underlying Securities, or a combination of cash and shares of Common Stock, at the Company’s electionUnderlying Securities, in accordance with the terms of the Securities; Securities and the maximum number of shares of Common Stock Indenture. The Underlying Securities issuable upon conversion of the Securities (including assuming (i) full physical settlement of the Securities upon conversion, (ii) the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Makerate under any “make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company elects, upon each conversion of the Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion whole” adjustment applies and (yiii) the Initial Purchasers exercise their option to purchase the Option Securities in full full) (the “Maximum Number of Underlying Securities”)) have been duly authorized and reserved andfor issuance upon such conversion by all necessary corporate action and such Underlying Securities, when issued upon such conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, will be validly issued, issued and will be fully paid and non-assessable, ; and the issuance of such shares upon such conversion will not be subject to any preemptive or other similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, holders may convert the Securities will be convertible at into cash up to the option aggregate principal amount of the holder thereof into such Securities and cash, shares of Common Stock the Underlying Securities or a combination of cash and shares of Common StockUnderlying Securities, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of such Securities being converted, in accordance with the terms of the Securities; Securities and the maximum number of shares of Common Stock Indenture. The Underlying Securities issuable upon conversion of the Securities (including assuming (i) the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Makerate under any “make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company elects, upon each conversion of the Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion whole” adjustment applies and (yii) the Initial Purchasers exercise their option to purchase the Option Securities in full full) (the “Maximum Number of Underlying Securities”)) have been duly authorized and reserved andfor issuance upon such conversion by all necessary corporate action and such Underlying Securities, when issued upon such conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, will be validly issued, issued and will be fully paid and non-assessable, ; and the issuance of such shares upon such conversion will not be subject to any preemptive or other similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms of the Securities; the maximum number of shares of Common Stock issuable upon conversion of the Securities (including assuming full physical settlement of the Securities upon conversion, that the conversion rate for such conversion includes the maximum number of additional shares of Common Stock by which to be added to the Conversion Rate (as such term is defined in the Indenture) may be increased conversion rate upon conversion in connection with a Makeany “make-Whole Fundamental Change whole fundamental change” (as such term is defined in the IndentureProspectus) and assuming (x) the Company elects, upon each conversion of the Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (y) the Initial Purchasers Underwriters exercise their option to purchase the Option Securities in full (such maximum number of shares of Common Stock, the “Maximum Number of Underlying SecuritiesConversion Shares”)) have has been duly authorized and reserved for issuance upon conversion of the Securities and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock will not be subject to any preemptive or similar rightsrights that have not been duly waived or satisfied.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms of the Securities; the maximum number of shares of Common Stock issuable upon conversion of the Securities (including the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company elects, upon each conversion of the Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (y) the Initial Purchasers exercise their over-allotment option to purchase the Option Securities in full (provided that, if the over-allotment option to purchase the Option Securities is not exercised in full prior to its expiration, upon such expiration, this clause (y) shall be deemed to refer to the number of Option Securities actually purchased) (the “Maximum Number of Underlying Securities”)) have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of such shares the Underlying Securities will not be subject to any preemptive or similar rights.