Common use of Issuance of Shares of Common Stock Clause in Contracts

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Event shall have occurred on or prior to the Stock Purchase Date or Early Settlement or a Fundamental Change Merger Early Settlement shall have occurredbeen effected with respect to all of the outstanding Equity Security Units and Stripped Units, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment for the aggregate Purchase Price payable on all Outstanding shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.4, including payment in the case of Equity Security Units in accordance with Section 5.02upon the occurrence of the Last Failed Remarketing by the resale or retention and cancellation of such Pledged Notes, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates or book-entry interests representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor a certificate or book-entry transfer of beneficial interests in, or a certificate interest representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Equity Security Units and Stripped Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, and subject to Section 5.4(b), on the each Stock Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on such Stock Purchase Date on all Outstanding Units in accordance with Section 5.02Common Equity Units, the Company shall issue and deposit with deliver to the Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of the Holders of the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing newly-issued shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; providedhereunder with respect to the Common Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, thattogether with all dividends or distributions on such shares whose record date and payment date occur after such Stock Purchase Date, in case such are hereinafter referred to as the “Stock Purchase Contract Settlement Fund.” Each certificate issued representing shares of Common Stock is issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to be delivered through the facilities of DTC or another Depositary, Private Placement Legend if the Company shall cause the transfer agent for Certificate representing the Common Equity Unit of which such Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to formed a part contained the Holders entitled theretoPrivate Placement Legend on the applicable Stock Purchase Date. Subject to the foregoing, following book-entry transfer the Holder of a Unit or Certificate shall be entitled (upon presentation and surrender of a Certificate, if in certificated form, such Certificate to the Stock Purchase Contract Agent Agent, together with settlement instructions thereon duly completed and executed), on or after the First Stock Purchase Contract Settlement Date, the Second Stock Purchase Date, the Third Stock Purchase Date, the Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-therefor, by book entry transfer or in the form of beneficial interests ina certificate, or a certificate representing that whole number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.9 and any dividends or distributions with respect to such shares constituting part of Common the Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled; provided, as however, that no such surrender is required with respect to the case may beFirst Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing the Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventAs an additional inducement to the Holder purchasing this Note, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on and in connection with the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Company selling and issuing this Note, the Company shall issue and deposit with the Purchase Contract Agentshall, for the benefit as of the Holders Original Issue Date and for no additional consideration, issue to the Holder an aggregate of the Outstanding Units, one or more certificates representing newly-issued eight hundred thousand (800,000) shares of Common Stock registered in the name Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is certificate required to be delivered through the facilities of DTC or another Depositaryunder this Section 8(a), the Company shall cause the its transfer agent for the Common Stock to deliver beneficial interests record such shares in such Common Stock electronic book entry format on behalf of the Purchase Contract Agent through such facilities its books and records and provide a statement to the Holders entitled theretoHolder documenting such notation. Subject to Notwithstanding the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificateabove, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole is delivered in respect thereof, until the shares of Common Stock which represented thereby are eligible to be sold under Rule 144 without the need for current public information such Holder is entitled to receive pursuant to certificate shall bear a restrictive legend in the provisions of this Article 5 following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (after taking into account all Units then held by such HolderI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), together with cash in lieu of fractional shares as provided in Section 5.07 andIN A GENERALLY ACCEPTABLE FORM, in THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the case of a settlement foregoing, commencing on such date that the Purchase Contract Settlement DateConversion Shares are eligible for sale under Rule 144 subject to current public information requirements, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or upon request and at the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse expense of the Certificate provided by the Holder Company, shall obtain a legal opinion to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing allow for such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payablesales under Rule 144.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, on the each Stock Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Equity Units in accordance with Section 5.02respect to such Stock Purchase Date, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity Units, by book-entry transfer or in the form of one or more certificates representing newly-newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract Agent, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of a the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or upon presentation and the Cash Merger Early Settlement Date, the surrender of a such Certificate, if in certificated form, ) to the Purchase Contract Agent on or after the applicable Stock Purchase Contract Settlement Date, the Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon IRS Forms W-8 or W-9 or substitute thereof (as appropriate) duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor therefor, by book-entry transfer or in the form of beneficial interests ina certificate, or a certificate representing that whole number of newly-newly issued whole or treasury shares of Common Stock which that such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.08 and any dividends or distributions with respect to such shares constituting part of Common the Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the but without any interest thereon. Any Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Stock Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventEvent shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement shall have occurredSettlement, on the Purchase Contract Settlement Date, upon the Company’s receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or other distributions with respect to such shares comprising part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the any Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract Contracts are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract Contracts is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof Contracts or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Units, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), together with cash in lieu of 44 fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Forward Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.7(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Forward Purchase Contract Settlement Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Forward Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Forward Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Forward Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.025.03, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary Depository or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has shall have paid to the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventAs an additional inducement to the Holder purchasing this Note, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on and in connection with the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Company selling and issuing this Note, the Company shall issue and deposit with the Purchase Contract Agentshall, for the benefit as of the Holders Original Issue Date and for no additional consideration, issue to the Holder an aggregate of the Outstanding Units, one or more certificates representing newly-issued three hundred thousand (300,000) shares of Common Stock registered in the name Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is certificate required to be delivered through the facilities of DTC or another Depositaryunder this Section 8(a), the Company shall cause the its transfer agent for the Common Stock to deliver beneficial interests record such shares in such Common Stock electronic book entry format on behalf of the Purchase Contract Agent through such facilities its books and records and provide a statement to the Holders entitled theretoHolder documenting such notation. Subject to Notwithstanding the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificateabove, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole is delivered in respect thereof, until the shares of Common Stock which represented thereby are eligible to be sold under Rule 144 without the need for current public information such Holder is entitled to receive pursuant to certificate shall bear a restrictive legend in the provisions of this Article 5 following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (after taking into account all Units then held by such HolderI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), together with cash in lieu of fractional shares as provided in Section 5.07 andIN A GENERALLY ACCEPTABLE FORM, in THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the case of a settlement foregoing, commencing on such date that the Purchase Contract Settlement DateConversion Shares are eligible for sale under Rule 144 subject to current public information requirements, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or upon request and at the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse expense of the Certificate provided by the Holder Company, shall obtain a legal opinion to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing allow for such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payablesales under Rule 144.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Warrant Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Settlement Price payable on all Outstanding Units in accordance with Section 5.02Units, the Company shall issue and deposit with the Purchase Contract Warrant Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Warrant Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Warrant Settlement Date, being hereinafter referred to as the "WARRANT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Warrant Agent on or after the Purchase Contract Warrant Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Warrant Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Warrant Agent. If any shares of Common Stock issued in respect of a Purchase Contract Warrant are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract Warrant is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof Warrant or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Stock Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Common SPACES, the Company shall issue and deposit with the Stock Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsCommon SPACES, one or more certificates representing newly-newly issued or treasury shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Stock Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued or treasury whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units Common SPACES then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common the Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Stock Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Stock Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the relevant Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurredoccurred with respect to all of the outstanding DECS, on the relevant Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment for the aggregate Purchase Price payable on all Outstanding Units in accordance with shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.025.4, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsDECS, one or more certificates or book-entry interests representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the relevant Stock Purchase Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the relevant Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor a certificate or book-entry transfer of beneficial interests in, or a certificate interest representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units DECS then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Forward Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all 44 Outstanding Units in accordance with Section 5.025.03 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s 's receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.06(c), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units Securities then held by such Holder), ) together with fractional shares of Common Stock or cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may becanceled. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurredoccurred with respect to all of the outstanding Units, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment for the aggregate Purchase Price payable on all Outstanding Units in accordance with shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.025.4, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates or book-entry interests representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor a certificate or book-entry transfer of beneficial interests in, or a certificate interest representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Equity Units and Stripped Equity Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Forward Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to ‎Section 5.05(b), on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02‎Section 5.02 or 5.03, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated formas the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement DateRight is exercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing representing, that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article ‎Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 ‎Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary Depository and the Purchase Contract Agent or the CompanyAgent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerowner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has shall have paid to the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, Contract the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.11 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section , on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment for the aggregate Purchase Price payable on all Outstanding Units in accordance with shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to under the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, and the number of Units represented by the Global but without any interest thereon (or, if such Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and is not surrendered to the Purchase Contract Agent or if no such instructions are given to the CompanyPurchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Certificate representing shares of Common Stock, cash in lieu of fractional shares and dividends or distributions, as applicable, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state), and the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Units, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventAs an additional inducement to the Holder purchasing this Note, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on and in connection with the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Company selling and issuing this Note, the Company shall issue and deposit with the Purchase Contract Agentshall, for the benefit as of the Holders Original Issue Date and for no additional consideration, issue to the Holder an aggregate of the Outstanding Units, one or more certificates representing newly-issued million five hundred thousand (1,500,000) shares of Common Stock registered in the name Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is certificate required to be delivered through the facilities of DTC or another Depositaryunder this Section 8(a), the Company shall cause the its transfer agent for the Common Stock to deliver beneficial interests record such shares in such Common Stock electronic book entry format on behalf of the Purchase Contract Agent through such facilities its books and records and provide a statement to the Holders entitled theretoHolder documenting such notation. Subject to Notwithstanding the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificateabove, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole is delivered in respect thereof, until the shares of Common Stock which represented thereby are eligible to be sold under Rule 144 without the need for current public information such Holder is entitled to receive pursuant to certificate shall bear a restrictive legend in the provisions of this Article 5 following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (after taking into account all Units then held by such HolderI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), together with cash in lieu of fractional shares as provided in Section 5.07 andIN A GENERALLY ACCEPTABLE FORM, in THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the case of a settlement foregoing, commencing on such date that the Purchase Contract Settlement DateConversion Shares are eligible for sale under Rule 144 subject to current public information requirements, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or upon request and at the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse expense of the Certificate provided by the Holder Company, shall obtain a legal opinion to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing allow for such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payablesales under Rule 144.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement Event shall have occurredoccurred on or prior to the Final Settlement Date, on the Purchase Contract Final Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in accordance with payment of Deferred Yield Enhancement Payments, if any, owed by the Company to the Holders and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Security Certificate to the Purchase Contract Agent on or after the Purchase Contract Final Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Security Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Final Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Security Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract AgentSecurity Certificate. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Yield Enhancement Payments are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Security Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.4(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-the newly issued shares of Common Stock Stock, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, and subject to Section 5.4(b), on the each Stock Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on such Stock Purchase Date on all Outstanding Units in accordance with Section 5.02Common Equity Units, the Company shall issue and deposit with deliver to the Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of the Holders of the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing newly-issued shares of Common Stock, shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; providedhereunder with respect to the Common Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, thattogether with all dividends or distributions on such shares whose record date and payment date occur after such Stock Purchase Date, in case such are hereinafter referred to as the “Stock Purchase Contract Settlement Fund.” Each certificate issued representing shares of Common Stock is issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to be delivered through the facilities of DTC or another Depositary, Private Placement Legend if the Company shall cause the transfer agent for Certificate representing the Common Equity Unit of which such Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to formed a part contained the Holders entitled theretoPrivate Placement Legend on the applicable Stock Purchase Date. Subject to the foregoing, following book-entry transfer the Holder of a Unit or Certificate shall be entitled (upon presentation and surrender of a Certificate, if in certificated form, such Certificate to the Stock Purchase Contract Agent Agent, together with settlement instructions thereon duly completed and executed), on or after the First Stock Purchase Contract Settlement Date, the Second Stock Purchase Date, the Third Stock Purchase Date, the Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-therefor, by book entry transfer or in the form of beneficial interests ina certificate, or a certificate representing that whole number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.9 and any dividends or distributions with respect to such shares constituting part of Common the Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled; provided, as however, that no such surrender is required with respect to the case may beFirst Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing the Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Sections 5.04(b)(ii) and 5.08, on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Uxxxx, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a 42 Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventAs an additional inducement to the Holder purchasing this Note, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on and in connection with the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Company selling and issuing this Note, the Company shall issue and deposit with the Purchase Contract Agentshall, for the benefit as of the Holders Original Issue Date and for no additional consideration, issue to the Holder an aggregate of the Outstanding Units, one or more certificates representing newly-issued fifty thousand (50,000) shares of Common Stock registered in the name Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is certificate required to be delivered through the facilities of DTC or another Depositaryunder this Section 8(a), the Company shall cause the its transfer agent for the Common Stock to deliver beneficial interests record such shares in such Common Stock electronic book entry format on behalf of the Purchase Contract Agent through such facilities its books and records and provide a statement to the Holders entitled theretoHolder documenting such notation. Subject to Notwithstanding the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificateabove, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole is delivered in respect thereof, until the shares of Common Stock which represented thereby are eligible to be sold under Rule 144 without the need for current public information such Holder is entitled to receive pursuant to certificate shall bear a restrictive legend in the provisions of this Article 5 following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (after taking into account all Units then held by such HolderI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), together with cash in lieu of fractional shares as provided in Section 5.07 andIN A GENERALLY ACCEPTABLE FORM, in THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the case of a settlement foregoing, commencing on such date that the Purchase Contract Settlement DateConversion Shares are eligible for sale under Rule 144 subject to current public information requirements, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or upon request and at the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse expense of the Certificate provided by the Holder Company, shall obtain a legal opinion to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing allow for such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payablesales under Rule 144.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.such

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, Event shall have occurred on or prior to the Fixed-Share Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, and subject to Section 5.5(b), on the Fixed-Share Stock Purchase Contract Settlement Date, upon the Company’s 's receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities (excluding Separate COVERS), one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Fixed-Share Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, SPACES Certificate or a Separate PACES Certificate to the Purchase Contract Agent on or after the Fixed-Share Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or (i) a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelledcanceled. Upon surrender of a SPACES Certificate as described above or in connection with Early Settlement or Merger Early Settlement, as the case may beHolder of such Certificate shall also be entitled to receive in exchange therefor a Separate COVERS Certificate representing a number of Separate COVERS equal to the number of Variable Share Repurchase Contracts forming a part of the SPACES being settled and which Variable-Share Repurchase Contracts are not also being settled. Such shares and, if applicable, Separate COVERS Certificates shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Fixed-Share Purchase Contract or, if applicable, Separate COVERS Certificates issued in respect of a SPACES are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Fixed-Share Purchase Contract or, if applicable, SPACES is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.025.02 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the its stock transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.08 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Adjustment of each Fixed Settlement Rate Adjustments for Dividends, Distributions, Stock Splits, Etc. Each Fixed Settlement Rate shall be, without duplication, subject to the following adjustments: In case (a) the Company shall pay or make a dividend or other distribution on Common Stock in shares of Common Stock, (b) outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock or (c) outstanding shares of Common Stock shall be combined into a lesser number of shares of Common Stock, each Fixed Settlement Rate in effect on the Record Date for Common Stock shall be adjusted based on the formula below: where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock; SR1 = the Fixed Settlement Rate in effect immediately after the Record Date for Common Stock; OS0 = the number of shares of Common Stock outstanding at the close of business on the Record Date for Common Stock, prior to giving effect to any such event; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event; such adjustment in each Fixed Settlement Rate to become effective immediately after the opening of business on the day following the Record Date for Common Stock. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them, for a period expiring within 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock within 60 days) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Common Stock as of the Record Date for Common Stock, each Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock for such issuance or distribution shall be adjusted based on the following formula: where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock SR1 = the Fixed Settlement Rate in effect immediately after the Record Date for Common Stock OS0 = the number of shares of Common Stock outstanding at the close of business on the Record Date for Common Stock X = the total number of shares of Common Stock issuable pursuant to such rights or upon a conversion of such securities Y = the aggregate price payable to exercise such rights (or the aggregate conversion price paid upon conversion) divided by the average of the Closing Prices of Common Stock for the ten (10) consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights such adjustment in each Fixed Settlement Rate to be made whenever such rights or warrants are issued, and to become effective immediately after the opening of business on the day following the Record Date for Common Stock for such issuance or distribution. To the extent that shares of Common Stock or such convertible securities are not delivered after the expiration of such rights or warrants, each Fixed Settlement Rate shall be readjusted to a Fixed Settlement Rate that would then be in effect had the adjustments made upon the issuance or distribution of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock or such convertible securities actually delivered. For the purposes of this clause (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement DateDate (or, if such date is not a Business Day, the next Business Day), upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the its stock transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoingpayment of the applicable Purchase Price, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, the settlement date for an Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may bebe (or, if the applicable date is not a Business Day, the next Business Day), together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such HolderHolder and then subject to settlement), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement Event shall have occurredoccurred on or prior to the Final Settlement Date, on the Purchase Contract Final Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in accordance with payment of Deferred Yield Enhancement Payments, if any, owed by the Company to the Holders and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the new shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Security Certificate to the Purchase Contract Agent on or after the Purchase Contract Final Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Security Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Final Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Security Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract AgentSecurity Certificate. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Yield Enhancement Payments are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Security Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventEvent shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement shall have occurredSettlement, on the Purchase Contract Settlement Date, upon the Company’s receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article V and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or other distributions with respect to such shares comprising part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the any Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract Contracts are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the DB1/ 132079547.5 Certificate evidencing such Purchase Contract Contracts is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof Contracts or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the Purchase Contract Settlement Fund) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.12 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with subject to Section 5.025.6(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, and the number of Units represented by the Global but without any interest thereon (or, if such Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and is not surrendered to the Purchase Contract Agent or if no such instructions are given to the CompanyPurchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Certificate representing shares of Common Stock, cash in lieu of fractional shares and dividends or distributions, as applicable, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state), and the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.025.03 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner), no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Sections 5.04(b)(ii) and 5.08, on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Units, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement Event shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement or a Fundamental Change Merger Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units in accordance with for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.025.4(b), the Company TECO shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the such Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company TECO that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, an Early Settlement or a Fundamental Change Cash Merger Early Settlement shall have occurred, subject to Sections 5.04(b)(ii) and 5.08, on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Units, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement Event shall have occurredoccurred on or prior to the Final Settlement Date, on the Purchase Contract Final Settlement Date, upon the Company’s its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Units purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in accordance with payment of Deferred Yield Enhancement Payments, if any, owed by the Company to the Holders and subject to Section 5.025.06(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Security Certificate to the Purchase Contract Agent on or after the Purchase Contract Final Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Security Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.10 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Final Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Security Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract AgentSecurity Certificate. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Yield Enhancement Payments are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Security Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.025.02 or 5.03, the Company shall issue and deposit with the Purchase Contract Agentdeliver in book-entry form, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly-newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such newly issued shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated formas the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, the Early Settlement Date or the date on which the Fundamental Change Early Settlement DateRight is exercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing in that number of newly-newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 V (after taking into account all Units then held by such Holder), together with cash Cash in lieu of fractional shares as provided in Section 5.07 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary Depository and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may beAgent. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, to the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any beneficial interests of any shares of Common Stock issued in respect of a Purchase Contract are transferred to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee beneficial owner thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has shall have paid to the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination EventAs an additional inducement to the Holder purchasing this Note, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on and in connection with the Purchase Contract Settlement Date, upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Company selling and issuing this Note, the Company shall issue and deposit with the Purchase Contract Agentshall, for the benefit as of the Holders Original Issue Date and for no additional consideration, issue to the Holder an aggregate of the Outstanding Units, one or more certificates representing newly-issued hundred and fifty thousand (150,000) shares of Common Stock registered in the name Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder; provided, that, in case such Common Stock is certificate required to be delivered through the facilities of DTC or another Depositaryunder this Section 8(a), the Company shall cause the its transfer agent for the Common Stock to deliver beneficial interests record such shares in such Common Stock electronic book entry format on behalf of the Purchase Contract Agent through such facilities its books and records and provide a statement to the Holders entitled theretoHolder documenting such notation. Subject to Notwithstanding the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificateabove, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole is delivered in respect thereof, until the shares of Common Stock which represented thereby are eligible to be sold under Rule 144 without the need for current public information such Holder is entitled to receive pursuant to certificate shall bear a restrictive legend in the provisions of this Article 5 following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (after taking into account all Units then held by such HolderI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), together with cash in lieu of fractional shares as provided in Section 5.07 andIN A GENERALLY ACCEPTABLE FORM, in THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the case of a settlement foregoing, commencing on such date that the Purchase Contract Settlement DateConversion Shares are eligible for sale under Rule 144 subject to current public information requirements, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or upon request and at the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse expense of the Certificate provided by the Holder Company, shall obtain a legal opinion to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing allow for such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payablesales under Rule 144.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date, Date upon the Company’s receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02Securities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing newly-issued the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 Five (after taking into account all Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, 5.09 and any dividends or distributions with respect to such shares constituting part of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement DateFund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in the name of, or book-entry interests therein shall be transferred to, of the Holder or the Holder’s 's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial ownerregistered, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, of the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the satisfaction of the Company that such tax either has been paid or is not payable.