Common use of Conversion Cap Clause in Contracts

Conversion Cap. Notwithstanding anything to the contrary in this Note and the Indenture, (i) a “beneficial owner” (as determined pursuant to Section 13 of the Exchange Act) of the Notes shall not be entitled to convert any Notes, (ii) the Issuer shall not be entitled to settle any cash payments owing to any beneficial owner of Notes in shares of its Common Stock and (iii) shares of any acquiror (or successor) shall not be issued upon conversion pursuant to the adjustment mechanism contained in the Indenture or in connection with a transaction governed by the provisions of the Indenture or upon a Fundamental Change of Control to the extent, and only to the extent, such conversion or share settlement would cause such Person, together with its Affiliates, to become a beneficial owner of more than 9.9% of the issued and outstanding shares of Common Stock (or such equivalent shares of an acquiror or a successor) (the “Conversion Cap”).