Common use of Conversion Consideration Clause in Contracts

Conversion Consideration. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted shall be as follows: (1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the Company shall determine the Conversion Consideration due thereupon promptly following the last day of the applicable Observation Period and shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determination.

Conversion Consideration. The type and amount (a) Upon surrendering any Notes for conversion, the Holder of consideration (the “Conversion Consideration”) due such Notes shall receive, in respect of each $1,000 principal amount of a Note to be converted shall be as followsNotes: (1) if Physical Settlement applies cash in the amount equal to such conversionthe lesser of: (A) the principal amount of each Note, or (IB) the Conversion Value; and (2) to the extent the Conversion Value exceeds $1,000, a whole number of shares of Common Stock equal to (the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II“Residual Value Shares”) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the 20 consecutive Trading Days in the Applicable Conversion Reference Period; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Notes. If a Holder receives Common Stock upon conversion of Notes, such Observation Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. (b) The Company may elect to pay cash to Holders of Notes surrendered for conversion in lieu of all or a portion of the Residual Value Shares issuable upon conversion of such Notes. Upon such election, the Company shall provide notice to the relevant Holders and the Trustee stating the dollar amount to be satisfied in cash (expressed as a percentage of each Residual Value Share that shall be paid in cash in lieu of Common Stock) at any time on or before the date that is three Business Days following receipt of any Holder’s Conversion Notice (the “Cash Settlement Notice Period”). If the Company timely elects to pay cash for any portion of the Residual Value Shares otherwise issuable to such Holder, such Holder may retract the Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (whichthe “Conversion Retraction Period”). If the Company does not make such an election, no retraction can be made (and a Conversion Notice shall be irrevocable). In addition, if such sum is not a whole number, shall be rounded down the Company chooses to settle all or any portion of the Residual Value Shares in cash in connection with conversions within 20 days prior to the nearest whole number) and maturity date of the Notes, the Company shall send, on or prior to such maturity date, a single notice to the Trustee of the Residual Value Shares to be satisfied in cash. The amount of cash payable in an amount respect of each Residual Value Share otherwise issuable upon conversion shall equal to the sum of the Daily Residual Cash Amounts Value for such share calculated for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the Company shall determine the Conversion Consideration due thereupon promptly following the last day of the applicable Observation Period and shall promptly thereafter notify Conversion Reference Period. (c) The Company will determine the Trustee Conversion Value, the Daily Trading Share Amount, the calculation of the excess of the Conversion Value over the principal amount and the Conversion Agent number of shares of Common Stock deliverable to Holders upon conversion in satisfaction of such excess (if other than assuming that the TrusteeCompany does not elect to pay such excess in cash in accordance with clause (b) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determinationabove).

Conversion Consideration. (i) The type and holders of the Series F Preferred Units shall have the right to convert, at any time, their Series F Preferred Units into that number of Conversion Units (as defined below) determined in accordance with paragraph (ii) below. Each Conversion Unit shall represent the right to receive (a) 0.10387 of a share of Company Common Stock, plus (b) $31.68 in cash, plus (c) a prorated dividend in the amount of consideration $0.0977 in cash, all without interest (the “Conversion Consideration”). (ii) due Each Series F Preferred Unit shall be converted into that number of conversion units (the “Conversion Units”) determined in respect accordance with the following formula (the “Preferred Conversion Factor”) as of such date that the Original Certificate (as hereinafter defined) shall be delivered to the Partnership: Preferred Conversion Factor = Redemption Price Conversion Price where Redemption Price = For each Series F Preferred Unit for which conversion is elected, such Series F Preferred Unit’s Stated Value, plus any Accrued Distributions; and Conversion Price = $1,000 principal amount 29.1165 (iii) Each holder of Series F Preferred Units who desires to convert the same into Conversion Consideration shall provide notice to the Partnership in the form of the Notice of Conversion attached as Exhibit A hereto (a Note “Conversion Notice”) via facsimile, hand delivery or other mail or messenger service. The original conversion notice (the “Original Certificate”) shall be delivered to the Partnership by nationally recognized courier, duly endorsed. The date upon which the Partnership initially receives a Conversion Notice shall be a “Notice Date.” The Partnership shall issue and deliver within fourteen (14) Business Days after the Notice Date, to such holder of Series F Preferred Units at the address of the holder on the books of the Partnership, the Conversion Consideration as calculated above; provided that the Original Certificate representing the Series F Preferred Units to be converted is received by the Partnership within three (3) Business Days after the Notice Date. If the Original Certificate representing the Series F Preferred Units to be converted is not received by the Partnership within three (3) Business Days after the Notice Date, the Conversion Notice shall become null and void. (iv) The Preferred Conversion Factor (and the Conversion Price) shall be subject to adjustment from time to time hereafter solely for purposes of applying paragraph F(i)(a), as follows: (1) if Physical Settlement applies In case the Partnership shall, at any time or from time to time prior to conversion of all Series F Preferred Units, (A) pay a dividend or make a distribution on the outstanding Common Units, in Common Units, (B) split or subdivide the outstanding Common Units into a larger number of Common Units, (C) effect a reverse unit split or otherwise combine the outstanding Common Units into a smaller number of Common Units or (D) issue by reclassification of the Common Units any units of Partnership Interest, then, and in each such case, the Preferred Conversion Factor (and the Conversion Price) in effect immediately prior to such conversionevent or the record date therefor, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole numberwhichever is earlier, shall be rounded down adjusted so that the holder of any Series F Preferred Units thereafter surrendered for conversion shall be entitled to receive the Conversion Consideration that such holder would have been entitled to receive after the happening of any of the events described above, had such Series F Preferred Units been converted immediately prior to the nearest whole numberhappening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this sub-paragraph (iv)(1) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of Common Units entitled to receive such dividend or distribution, or (y) in the case of any such subdivision, reclassification, reverse unit split or combination, at the close of business on the day upon which such action becomes effective. (2) In case the Partnership shall, at any time or from time to time prior to conversion of all Series F Preferred Units, declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of units or other securities or property or rights or warrants to subscribe for securities of the Partnership entitling holders thereof to subscribe for or purchase such securities at a price per share less than the fair market value of such securities, by way of dividend or spin-off); , on its Common Units, other than (A) regular and customary quarterly distributions by the Partnership of Available Cash, or (B) dividends or distributions of Common Units which are referred to in sub-paragraph (iv)(1) above, then, and in each such case, the Preferred Conversion Factor (and the Conversion Price) shall be adjusted so that the holder of each Series F Preferred Unit shall be entitled to receive, upon the conversion thereof, the number of Conversion Units determined by multiplying (1) the applicable Preferred Conversion Factor on the day immediately prior to the record date fixed for the determination of Common Unit holders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the Deemed Value of the Partnership Interest per Common Unit on such record date, and the denominator of which shall be such Deemed Value of the Partnership Interest per Common Unit less the fair market value (as determined in good faith by the board of directors of the Managing General Partner) of such dividend or distribution allocable to one Common Unit. An adjustment made pursuant to this sub-paragraph (iv)(2) shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately after the close of business on the record date fixed for the determination of Common Unit holders entitled to receive such dividend or distribution. (3) In case the Partnership shall, at any time or from time to time prior to conversion of all Series F Preferred Units, issue Common Units to then existing holders of Common Units (or securities convertible into or exchangeable for Common Units, whether or not the rights to convert or exchange such securities are then exercisable) at a price per Common Unit (or having a conversion price per Common Unit, as applicable) less than the Deemed Value of the Partnership Interest per Common Unit as of the date of issuance of such Common Units or of such convertible securities, as the case may be, then, and in each such case, the Preferred Conversion Factor (and the Conversion Price) shall be adjusted so that the holder of each Series F Preferred Unit shall be entitled to receive, upon conversion thereof, the number of Conversion Units determined by multiplying (A) the Preferred Conversion Factor on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of Common Units outstanding on such date and (II2) if such Conversion Rate is not a whole numberthe number of additional Common Units issued (or into which the convertible securities may convert), cash in lieu and the denominator of which shall be the related fractional share in an amount equal to the product sum of (x) the Daily VWAP number of Common Units outstanding on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) date and (y) the fractional number of Common Units which the aggregate consideration receivable by the Partnership for the total number of Common Units so issued (or into which the convertible securities may convert) would purchase at the Deemed Value of the Partnership Interest per Common Unit as of such date. Any adjustment made pursuant to this sub-paragraph (iv)(3) shall be made and become effective on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this sub-paragraph (iv)(3): (a) if the Partnership shall issue Common Units for consideration other than cash, the price per Common Unit at which such Common Units are issued shall be deemed to be the fair market value (as determined in good faith by the board of directors of the Managing General Partner) of the portion of such Conversion Rate;non-cash consideration allocable to one Common Unit; and (2b) if Cash Settlement applies the aggregate consideration receivable by the Partnership in connection with the issuance of Common Units or of securities convertible into Common Units shall be deemed to such conversion, cash in an amount be equal to the sum of the Daily Conversion Values aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon conversion of any such convertible securities into Common Units. (4) In case the Partnership shall, at any time or from time to time prior to conversion of all Series F Preferred Units, make a tender offer or exchange offer for each Common Units at a price per Common Unit greater than the Deemed Value of the 50 consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum Partnership Interest per Common Unit as of the Daily Settlement Amounts for each date of such repurchase (the number of Common Units so repurchased, multiplied by the amount by which such price per Common Unit exceeds the Deemed Value of the 50 consecutive Trading Days Partnership Interest per Common Unit as of such date, being referred to in this sub-paragraph (iv)(4) as the Observation Period for “Excess Amount”), then, and in each such conversion case, the Preferred Conversion Factor (whichand the Conversion Price) shall be adjusted, for in accordance with the avoidance applicable provisions of doubtsub-paragraphs (iv)(1) and (iv)(2) above, shall consist as if, in lieu of such repurchase, the Partnership had (x) made a number distribution of whole shares property having a fair market value (as determined in good faith by the board of Common Stock directors of the Managing General Partner) equal to the sum Excess Amount, with such distribution made to holders of the Daily Share Amounts for each Common Units (including holders of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole numberCommon Units so repurchased) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day date of such Observation Period repurchase, and (y) effected a reverse split of the Common Units in the proportion required to reduce the number of Common Units outstanding by the number of Common Units repurchased by the Partnership in such repurchase. (5) For purposes of this paragraph (iv), the number of Common Units at any time outstanding shall not include any Common Units then owned or held by or for the account of the Partnership. (v) If any adjustment under paragraph (iv) above would create a fractional portion Conversion Unit, such fractional Conversion Units shall be converted into Conversion Consideration. (vi) The Company shall at all times reserve and keep available out of such sum. With respect to any its authorized but unissued shares of Company Common Stock, solely for the purpose of effecting the conversion of Notes the Series F Preferred Units, such number of shares of Company Common Stock as shall from time to which Cash Settlement or Combination Settlement appliestime be sufficient to effect the conversion of all then outstanding Series F Preferred Units; and if at any time the number of authorized but unissued shares of Company Common Stock shall not be sufficient to effect the conversion of all then outstanding Series F Preferred Units, the Company will take such action as may be necessary to increase its authorized but unissued shares of Company Common Stock to such number of shares as shall determine be sufficient for such purpose. (vii) The Company shall file with the Securities and Exchange Commission (the “Commission”) within one hundred eighty (180) calendar days after the Date of Issuance a registration statement on Form S-3 under the Securities Act of 1933, as amended, or such other form as deemed appropriate by counsel to the Company for the registration of the resale by the holders of the Series F Preferred Units of the shares of Company Common Stock issuable as part of the Conversion Consideration due thereupon promptly following the last day upon conversion of the applicable Observation Period Series F Preferred Units (the “Registration Statement”). The Company shall use commercially reasonable efforts (i) to have the Registration Statement declared effective by the Commission as soon as reasonably practicable, but in any event no later than the first anniversary of the Date of Issuance and shall promptly thereafter notify (ii) to ensure that the Trustee Registration Statement remains in effect for so long as the Series F Preferred Units remain outstanding. (viii) The Partnership will not, by amendment of the Partnership Agreement or otherwise, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Partnership, and will at all times in good faith assist in the carrying out of all of the provisions relating to the Conversion Agent (if other than Consideration herein and in the Trustee) taking of all such action as may be necessary or appropriate in writing order to protect the conversion rights of the same Series F Preferred Units hereunder against impairment. Without limiting the generality of the foregoing, if any event occurs as to which the foregoing provisions are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the board of directors of the Managing General Partner, fairly protect the conversion rights of the Series F Preferred Units in accordance with the essential intent and principles of such provisions, the calculation thereof Partnership shall make such adjustments in reasonable detail. Neither the Trustee nor application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the Conversion Agent (if other than good faith opinion of the Trustee) shall have any responsibility for any board of directors of the Managing General Partner, to protect such determinationconversion rights as aforesaid.

Conversion Consideration. The type and amount (a) Upon surrendering any Notes for conversion, the Holder of consideration (the “Conversion Consideration”) due such Notes shall receive, in respect of each $1,000 principal amount of Notes, a Note to be converted shall be as follows: (1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Applicable Conversion Rate Rate. (b) At any time prior to Stated Maturity, the Company shall have the option to unilaterally and irrevocably elect to settle its obligation to deliver shares of Common Stock with respect to Notes to be converted following such election in effect on the Conversion Date for such conversion (whichcash, and, if not applicable, shares of Common Stock. If the Company shall make this election, then if a whole numberHolder surrenders its Notes for conversion, shall be rounded down to the nearest whole number); and such holder will receive, in respect of each $1,000 principal amount of Notes surrendered for conversion: (II1) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of lesser of: (xA) the Daily VWAP on such Conversion Date principal amount of each Note, or (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (yB) the fractional portion of such Conversion Rate;Value; and (2) if Cash Settlement applies to such conversionthe extent the Conversion Value exceeds $1,000, cash in an amount a number of shares of Common Stock (the “Residual Value Shares”) equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the 20 consecutive Trading Days in the Applicable Conversion Reference Period; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Notes in accordance with Section 6.4. (c) The Company may elect to pay cash to Holders of Notes surrendered for conversion in lieu of all or a portion of the Residual Value Shares issuable upon conversion of such Observation Notes. Upon such election, the Company shall provide notice to the relevant Holders through the Trustee stating the amount to be satisfied in cash (expressed as a percentage of each Residual Value Share that shall be paid in cash in lieu of Common Stock) at any time on or before the date that is three Business Days following receipt of any Holder’s Conversion Notice (the “Cash Settlement Notice Period”). If the Company timely elects to pay cash for any portion of the Residual Value Shares otherwise issuable to such Holder, such Holder may retract the Conversion Notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (whichthe “Conversion Retraction Period”). If the Company does not make such an election, no retraction can be made (and a Conversion Notice shall be irrevocable). In addition, if the Company chooses to settle all or any portion of the Residual Value Shares in cash in connection with conversions within 20 days prior to the Stated Maturity of the Notes, the Company shall send, on or prior to such sum is not Stated Maturity, a whole number, single notice to the Trustee of the Residual Value Shares to be satisfied in cash (expressed as a percentage of each Residual Value Share that shall be rounded down to the nearest whole number) and paid in cash in an lieu of Common Stock). The amount of cash payable in respect of each Residual Value Share otherwise issuable upon conversion shall equal to the sum of the Daily Residual Cash Amounts Value for such share calculated for each day of the Trading Days in such Observation Applicable Conversion Reference Period); and . (IId) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the The Company shall will determine the Conversion Consideration due thereupon promptly following Value, the last day Daily Trading Share Amount, the calculation of the applicable Observation Period and shall promptly thereafter notify excess of the Trustee Conversion Value over the principal amount and the Conversion Agent number of shares of Common Stock deliverable to Holders upon conversion in satisfaction of such excess (if other than assuming that the TrusteeCompany does not elect to pay such excess in cash in accordance with clause (c) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determinationabove).

Conversion Consideration. The Subject to Section 10.03(a)(iv), the type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted shall be as follows: (1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 twenty five (25) consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 twenty five (25) consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the Company shall determine the Conversion Consideration due thereupon promptly following the last day of the applicable Observation Period and shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determination.

Conversion Consideration. The type and amount (a) Upon surrender of consideration (any Securities for conversion, the “Conversion Consideration”) due Company shall have the right, at its option, to deliver to the Holder of such Securities, in lieu of the shares of Common Stock otherwise issuable, in respect of each $1,000 principal amount of a Note to be converted shall be as followsSecurities: (1) if Physical Settlement applies cash in the amount equal to such conversionthe lesser of: (A) the principal amount of each Security, or (IB) the Conversion Value; and (2) to the extent the Conversion Value exceeds $1,000, a whole number of shares of Common Stock equal to (the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II"RESIDUAL VALUE SHARES") if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the 10 consecutive Trading Days in such Observation Period (whichthe Applicable Conversion Reference Period; PROVIDED, if such sum is not a whole numberHOWEVER, shall be rounded down to that the nearest whole number) and Company will pay cash in an lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.4. (b) Notwithstanding Section 4.2(a)(2), the Company may elect to pay cash to Holders of Securities surrendered for conversion in lieu of all or a portion of the Residual Value Shares issuable upon conversion of such Securities. The amount of cash payable in respect of each Residual Value Share otherwise issuable upon conversion shall equal to the sum of the Daily Residual Cash Amounts Value for such share calculated for each day of the Trading Days in such Observation Applicable Conversion Reference Period. (c) Upon an election to deliver cash and Residual Value Shares pursuant to Section 4.2(a); and (II) if the sum , or pay cash for any portion of the Daily Share Amounts Residual Value Shares pursuant to Section 4.2(b), the Company shall provide notice to the relevant Holders on or before the date that is three Business Days following the Conversion Date (the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for each any portion of the Trading Days Residual Value Shares pursuant to Section 4.2(b), such - 28 - notice shall specify the amount to be satisfied in such Observation Period is not cash (expressed as a whole number, percentage of each Residual Value Share that will be paid in cash in lieu of Common Stock). If the related fractional share Company timely elects to deliver cash and Residual Value Shares pursuant to Section 4.2(a), or pay cash for any portion of the Residual Value Shares pursuant to Section 4.2(b), a Holder may retract the conversion notice at any time during the two Business Day period immediately following the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"). If the Company does not make an election to deliver cash and Residual Value Shares pursuant to Section 4.2(a), or pay cash for any portion of the Residual Value Shares pursuant to Section 4.2(b), no retraction can be made and the conversion notice shall be irrevocable. (d) If the Company elects to deliver cash and Residual Value Shares pursuant to Section 4.2(a), or pay cash for any portion of the Residual Value Shares pursuant to 4.2(b), in an amount equal connection with conversions within 20 days prior to the product Final Maturity Date, the Company shall deliver, on or prior to the Final Maturity Date, a single notice to the Trustee of its election and, if applicable, the amount of Residual Value Shares to be satisfied in cash (xexpressed as a percentage of each Residual Value Share that will be paid in cash in lieu of Common Sock). If the Company elects to deliver cash and Residual Value Shares pursuant to Section 4.2(a), or pay cash for any portion of the Residual Value Shares pursuant to Section 4.2(b), in connection with conversions after delivery of a notice of redemption and prior to the stated Redemption Date, the notice of redemption shall inform Holders of the Company's election and, if applicable, the amount of Residual Value Shares to be satisfied in cash (expressed as a percentage of each Residual Value Share that will be paid in cash in lieu of Common Stock). (e) At any time prior to the Daily VWAP Final Maturity Date, the Company may irrevocably elect, in its sole discretion without the consent of the Holders of the Securities, by notice to the Holders, to satisfy in cash 100% of the principal amount of the Securities converted after the date of such election. After making such an election, the Company shall retain the option pursuant to Section 4.2(b) to pay cash in lieu of all or a portion of any Residual Value Shares otherwise issuable to the extent the Conversion Value exceeds the principal amount of Securities converted. If the Company elects to pay cash in lieu of all or a portion of any Residual Value Shares pursuant to Section 4.2(b), the Company shall provide notice of its election in the manner described in Section 4.2(c) or (d), as the case may be. If the Company irrevocably elects to satisfy in cash 100% of the principal amount of the Securities converted after the date of such election and, for Securities subsequently converted, issues Residual Value Shares to the extent the Conversion Value exceeds the principal amount of Securities converted, notice of the Company's election to deliver cash for the principal amount shall be deemed to have been provided on the last Trading Day date of such Observation the Cash Settlement Notice Period and a Holder's conversion notice shall be irrevocable. (yf) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the The Company shall determine the Conversion Consideration due thereupon promptly following Value, the last day Daily Trading Share Amount, the calculation of the applicable Observation Period and shall promptly thereafter notify excess of the Trustee Conversion Value over the principal amount and the Conversion Agent number of shares of Common Stock deliverable to Holders upon conversion pursuant to Section 4.2(a) (if other than assuming the Trustee) Company does not elect to pay such excess in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determinationcash pursuant to Section 4.2(b)).

Conversion Consideration. The Subject to Section 4.05, the type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted shall be as follows:follows (subject to, in the case of Physical Settlement or Combination Settlement, the Aggregate Share Cap and the Ownership Limitation): (1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 ten (10) or forty-five (45), as applicable, consecutive Trading Days in the relevant Observation Period for such conversionNote; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 ten (10) or forty-five (45), as applicable, consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement appliesapplies under Section 4.01, the Company shall determine the Conversion Consideration due thereupon promptly within one Business Day following the last day of the applicable Observation Period and and, immediately upon such determination, shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determination.

Conversion Consideration. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted shall be as follows: (1) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date (or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate; (2) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each of the 50 sixty (60) consecutive Trading Days in the Observation Period for such conversion; or (3) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum of the Daily Settlement Amounts for each of the 50 sixty (60) consecutive Trading Days in the Observation Period for such conversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal to the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum is not a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum of the Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the Daily Share Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of such Observation Period and (y) the fractional portion of such sum. With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, the Company shall determine the Conversion Consideration due thereupon promptly following the last day of the applicable Observation Period and shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) in writing of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any responsibility for any such determination.