Common use of Conversion Privilege and Conversion Rate Clause in Contracts

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 13 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate unless previously redeemed or repurchased, subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures. If a Note is submitted or presented for purchase pursuant to Article 15, subject to the last paragraph of Section 13.02(b), such conversion right shall terminate at the close of business on the Business Day prior to the Fundamental Change Purchase Date for such Note (unless purchased by the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 15, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e13.01(e) and Section 4.0613.06. (e) [Reserved] (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitedsatisfied and extinguished). (fg) Notwithstanding anything contained herein The Company may also elect to convert the Notes pursuant to the contrary, exercise of the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations Conversion Option under Section 7.5 of the Purchase Agreement14.03(a).

Conversion Privilege and Conversion Rate. (a) Subject Except as set forth in Section 4.13, Securities may be converted into shares of Common Stock at any time prior to and upon compliance with the provisions close of this Article 4, business on the second Business Day preceding the Final Maturity Date at the option Conversion Rate in effect at the time of the Holder thereofsuch conversion. The Conversion Rate (and resulting Conversion Price) will be subject to adjustment in certain instances as provided in Section 4.01(d), any Section 4.06 and Section 4.12. Any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at Holder thereof in accordance with the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter providedprovisions of this Article 4. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, Stock and only to the extent such any Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The If a Fundamental Change occurs, the Company shall pay, to the extent set forth in this Section 4.01(d), a make-whole premium to a Holder who converts any Securities in connection with any such transaction by increasing the Conversion Rate applicable to such Securities. A conversion of Securities will be deemed for the purposes of this Section 4.01(d) to be “in connection with” a Fundamental Change if the Conversion Notice set forth in the form of Security attached as Exhibit A is received by the Conversion Agent on or subsequent to the date 10 Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Purchase Date. Any increase in the applicable Conversion Rate shall be determined by reference to the table below and shall be based on the date on which the Fundamental Change Effective Date occurs and the price paid, or deemed to be paid, per share of Common Stock in the transaction constituting the Fundamental Change (the “Stock Price”). If holders of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock. In all other cases, the Stock Price shall be the average of the Closing Prices of the Common Stock for each of the 10 Trading Days immediately prior to but not including the Fundamental Change Effective Date. The following table sets forth the amount, if any, by which the applicable Conversion Rate shall increase for each Stock Price and Fundamental Change Effective Date set forth below. 8.08 16.1429 16.1429 16.1429 16.1429 16.1429 16.1429 16.1429 16.1429 10.00 16.1429 16.1429 16.1429 14.9360 11.9590 8.5140 4.5290 0.000 12.50 16.1429 15.7920 13.9920 11.9680 9.5890 6.8110 3.6350 0.000 15.00 14.4750 13.1680 11.6860 9.9720 7.9410 5.6810 3.0210 0.000 17.50 12.4360 11.3000 9.9820 8.5160 6.8100 4.8590 2.5860 0.000 20.00 10.9120 9.8810 8.7710 7.4630 5.9520 4.2610 2.2590 0.000 25.00 8.7410 7.9390 7.0380 6.0070 4.7780 3.4070 1.8060 0.000 50.00 4.3870 3.9870 3.5240 3.0070 2.3770 1.7050 0.9050 0.000 100.00 2.2400 1.9880 1.7390 1.1730 1.5460 0.8580 0.4520 0.000 * Original issue date of the notes. The actual Stock Price and Fundamental Change Effective Date may not be set forth in the table, in which case: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices in the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the amount of the Conversion Rate adjustment shall be determined by a straight-line interpolation between the adjustment amounts set forth for the two Stock Prices and the two Fundamental Change Effective Dates set forth in the table based on a 365-day year, as applicable; (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share, subject to adjustment as described below, no adjustment to the Conversion Rate will be made; and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $8.08 per share, subject to adjustment as described below, no adjustment to the Conversion Rate will be made. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted in certain instances accordance with Section 4.06 or Section 4.12. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which shall be the Conversion Rate as provided so adjusted. The Conversion Rate adjustment amounts set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 4.01(e4.06 or Section 4.12. Notwithstanding the foregoing paragraph, in no event will the Conversion Rate exceed 123.7624 per $1,000 principal amount of Securities, subject to adjustment in the manner set forth in Sections 4.06(a) through 4.06(e) hereof. The additional shares, if any, or any cash delivered to satisfy the Company’s obligations to Holders that convert Securities in connection with a Fundamental Change will be delivered upon the later of (i) the settlement date for the conversion and Section 4.06(ii) promptly following the Fundamental Change Effective Date. (e) By delivering Except as set forth in Section 4.02(c), delivery of the amount of cash and/or the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the TrusteeHolder, the Company will be deemed to have satisfied its the Company’s obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 4 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Securities and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the second Business Day immediately preceding the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is submitted or presented for purchase or redemption pursuant to Article 3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date or Redemption Date for such Security (unless purchased by the Company shall fail to make the Fundamental Change Repurchase Price or Redemption Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at date such time, determined as hereinafter providedfailure is cured and such Security is purchased or redeemed). (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.064.07. (e) By delivering If there shall have occurred a transaction described in clause (i) or (ii) of the definition of a Change in Control, the Company shall pay a “Make-Whole Premium” to the Holders of the Securities who convert their Securities during the period beginning 20 days before the anticipated Fundamental Change Effective Date until the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by increasing the Conversion Rate for such Securities. The number of additional shares of Common Stock per $1,000 principal amount of Securities constituting the Make-Whole Premium shall be determined by reference to the table below, based on the Fundamental Change Effective Date of such Fundamental Change and the Stock Price; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make-Whole Premium will be determined by a straight-line interpolation between the Make-Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $80.00 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $17.14 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid. If Holders of the Company’s Common Stock receive only cash in the transaction, the Stock Price shall be the cash amount paid per share of the Company’s Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Price of the Company’s Common Stock over the 15 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to the Make-Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.07 hereof. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable on upon conversion of a Security exceed 58.3430 per $1,000 principal amount, subject to proportional adjustment in the Trustee, or to same manner as the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount Rate as set forth in clauses (1) through (7) of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited)Section 4.07(a) hereof. (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4Article, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) Note may be converted into fully paid and non-assessable nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at any the Conversion Rate, determined as hereinafter provided, in effect at the time prior to of conversion. Such conversion right shall commence on the initial issuance date of the Notes and expire at the close of business on the Business Day immediately preceding prior to the Final date of Maturity of the Notes, subject, in the case of conversion of any Global Note, to any Applicable Procedures. In case a Note or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises its right to require the Company to repurchase the Note, such conversion right in respect of the Note, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date, the Fundamental Change Repurchase Date or the Five Year Repurchase Date, as the case may be, unless purchased by the Company at defaults in making the Holder’s optionpayment due upon redemption or repurchase, at as the Conversion Rate case may be (in effect at such time, determined each case subject as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled aforesaid to any rights Applicable Procedures with respect to any Global Note); provided that, if a Holder has delivered notice of a holder the exercise of Common Stock its right to have its Note repurchased pursuant to Section 11.01(c) or Section 11.02(c), such Holder may not surrender such Note for conversion until such Holder has converted withdrawn its Securities into Common Stock, and only to the extent such Securities are deemed election to have been converted into its Note repurchased in accordance with Section 11.01 or Section 11.02, as the case may be. The rate at which shares of Common Stock pursuant to this Article 4. shall be delivered upon conversion (dherein called the “Conversion Rate”) shall be initially [ ] shares of Common Stock for each U.S. $1,000 Principal Amount of Notes. The Conversion Rate shall be shall be adjusted (rounded to four decimal places) in certain instances as provided in Section 4.01(e) and Section 4.06this Article 10. (eb) By delivering If a transaction described in clause (2) of the definition of Change of Control occurs on or prior to October 1, 2012, the Company shall give notice to the Trustee and all Holders (i) at least ten scheduled Trading Days prior to the anticipated Effective Date of such transaction and (ii) within 15 days after the actual Effective Date of such Change of Control. If a Holder elects to convert Notes at any time following the notice described in clause (i) of the preceding sentence until the Fundamental Change Repurchase Date corresponding to such Change of Control as set forth in Section 11.01, such Holder shall be entitled to receive for each $1,000 Principal Amount of Notes converted, in addition to a number of shares of Common Stock equal to the Conversion Rate, an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided that if the Stock Price is greater than $[ ] per share (subject in each case to adjustment as described below) or if the Stock Price is less than $[ ] per share (subject to adjustment), the number of Additional Shares shall be zero. The number of Additional Shares shall be determined by reference to the table attached as Schedule A hereto, based on the Effective Date and the Stock Price; provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The Additional Shares will be delivered to Holders who elect to convert their Notes in connection with an applicable Change of Control on the later of (i) five Business Days following the Effective Date or (ii) the Conversion Settlement Date for those Notes. The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the proviso in the first sentence of the preceding paragraph shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Company’s obligation to deliver Additional Shares shall be subject to adjustment in the same manner as the Conversion Rate as set forth Section 10.07 and Section 10.15. (c) Notwithstanding the foregoing, the total number of shares of Common Stock issuable on upon conversion shall not exceed [ ] shares per $1,000 Principal Amount of Notes, subject to adjustments in the Trustee, or to same manner as the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted Rate as set forth in Section 10.07 and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited)Section 10.15. (fd) Notwithstanding anything contained herein to Promptly following the contraryEffective Date, the Company shall not be obligated to deliver shares calculate the Stock Price and the number of Common Additional Shares based on the applicable Stock in connection with any conversion of Securities to Price and Effective Date. No less than five Business Days following the extent such delivery wouldEffective Date, in the Company’s reasonable judgment, after having received Company shall notify the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 Trustee of the Purchase Agreementresults of such calculations and notify the Holders of the Stock Price and the number of Additional Shares per $1,000 Principal Amount of Notes. The Company shall issue a press release containing the information described in this paragraph and publish such information on its website.

Conversion Privilege and Conversion Rate. (a) Subject to and upon Upon compliance with the provisions of this Article 4IV, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless previously purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided and subject to the adjustments described below. Upon conversion of a Security, the Holder of such Security shall receive a number of shares of Common Stock equal to the product of (i) the number obtained by dividing the principal amount of the Security converted by $1,000 and (ii) the Conversion Rate in effect on the applicable Conversion Date; provided, however, that in lieu of any fractional share of Common Stock, the Company shall deliver an amount of cash equal to the product of (i) such fraction of a share and (ii) the Closing Price of the Common Stock on the applicable Conversion Date (or, if the applicable Conversion Date is not a Trading Day, the Trading Day immediately preceding such Conversion Date). The Company shall deliver the consideration due with respect to the conversion of any Security as soon as practicable after the applicable Conversion Date, but in no event later than three Business Days after the applicable Conversion Date. (b) The conversion rights pursuant to this Article IV shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date and shall be exercisable at any time, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is submitted or presented for purchase pursuant to Article III hereof, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date for such Security (unless the Company shall fail to make the Fundamental Change Repurchase Price payment when due in accordance with Article III hereof, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is purchased). Securities in respect of which a Fundamental Change Repurchase Notice has been delivered may not be surrendered for conversion pursuant to this Article IV prior to a valid withdrawal of such Fundamental Change Repurchase Notice in accordance with the provisions of Article III hereof. (c) Provisions of this Supplemental Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (cd) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (de) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e4.01(f) and Section 4.064.06 hereof. (ef) If prior to the Final Maturity Date, there shall have occurred a Fundamental Change (a “Make-Whole Fundamental Change”), the Company shall pay a “Make-Whole Premium” to the Holders of the Securities who convert their Securities from time to time during the period beginning on the Fundamental Change Effective Date and ending at the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by increasing the Conversion Rate for such Securities. The number of additional shares of Common Stock per $1,000 principal amount of Securities constituting the Make-Whole Premium shall be determined by the Company by reference to the table below, based on the Fundamental Change Effective Date and the Stock Price of such Fundamental Change; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make-Whole Premium will be determined by a straight-line interpolation between the Make-Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $12.00 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $3.00 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid. If Holders of the Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Prices of the Common Stock for each of the 10 Trading Days immediately preceding, but not including, the applicable Fundamental Change Effective Date. $3.00 85.0000 56.6667 28.3333 0.0000 $3.25 78.4615 52.3077 26.1538 0.0000 $3.57 71.4286 47.6190 23.8095 0.0000 $3.75 68.0000 45.3333 22.6667 0.0000 $4.00 63.7500 42.5000 21.2500 0.0000 $5.00 51.0000 34.0000 17.0000 0.0000 $6.00 42.5000 28.3333 14.1667 0.0000 $7.00 36.4286 24.2857 12.1429 0.0000 $8.00 31.8750 21.2500 10.6250 0.0000 $9.00 28.3333 18.8889 9.4444 0.0000 $10.00 25.5000 17.0000 8.5000 0.0000 $11.00 23.1818 15.4545 7.7273 0.0000 $12.00 21.2500 14.1667 7.0833 0.0000 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment of the Conversion Rate by adding the Make-Whole Premium as described above. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable upon conversion of a Security exceed 266.6667 per $1,000 principal amount, other than on account of proportional adjustments to the Conversion Rate in the manner set forth in clauses (1) and (2) of Section 4.06(a) hereof, unless the Company obtains shareholder approval of the increase in the Conversion Rate; provided, however, that the Company shall not undertake a Make-Whole Fundamental Change without first obtaining shareholder approval for the increase in the applicable Conversion Rate provided for in the table above. The additional shares of Common Stock delivered to satisfy the Company’s obligations to Holders that convert their Securities in connection with a Make-Whole Fundamental Change and cash in lieu of fractional shares will be delivered by the Company upon the later of the settlement date for the conversion and promptly following the Fundamental Change Effective Date or the effective date of such other event. Promptly upon the occurrence of any Make-Whole Fundamental Change, the Company shall deliver notice to each Holder and the Trustee, which notice will state that a Make-Whole Fundamental Change has occurred and include the Make-Whole Premium, if any. Simultaneously with delivering such notice, the Company shall publish the information contained in such notice on its website. (g) By delivering the number of shares of Common Stock issuable on conversion and cash in lieu of fractional shares to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and and, except as otherwise provided in Section 4.02(c) hereof, its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (fh) Notwithstanding anything contained herein any other provision of the Indenture to the contrary, the Company during any period of time in which a person’s Beneficial Ownership (as defined below) of Common Stock is less than 5%, such person shall not be obligated have the right to deliver convert all or any portion of any Security into shares of Common Stock in connection with any conversion of Securities to the extent that upon and after giving effect to such delivery wouldconversion, in such person (together with such person’s Affiliates and any other persons or entities whose Beneficial Ownership of Common Stock would be aggregated with such person’s for purposes of Section 13(d) of the Company’s reasonable judgment, after having received Exchange Act (the advice “Affiliated Parties”) (including shares held by any “group” of independent legal counsel (who may be which such person or any of its Affiliated Parties is a member) would have Beneficial Ownership of more than 4.99% of the Company’s regularly engaged independent legal counsel), constitute a violation total number of any Antitrust Lawsshares of Common Stock then issued and outstanding; provided, howeverthat, such person may, from time to time, at its option and upon not less than sixty-one (61) days’ prior notice to the Company, elect to increase such limitation to any other percentage not in excess of 9.99% of the number of outstanding shares of Common Stock then outstanding. Any such increase will not be effective until the 61st day after such notice is delivered to the Company. The Company hereby covenants and agrees not to adopt any shareholder rights plan or take any other action which would have the effect of restricting or adversely affecting a person’s election to change such percentage limitation hereunder. (i) For purposes of Sections 4.01(h) above, “Beneficial Ownership” shall mean the number of shares of Common Stock beneficially owned by a person and its Affiliated Parties (and any other persons or entities acting as a “group” together with a person or any of such Holder’s Affiliated Parties) and shall include the number of shares of Common Stock issuable upon conversion of the Securities with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Securities beneficially owned by such person or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such person or any of such person’s Affiliated Parties) and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible into Common Stock that this are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such person or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such person or any of such person’s Affiliated Parties). Except as set forth in the preceding sentence, for purposes of Section 4.01(f4.01(h) hereof, Beneficial Ownership shall be calculated (and, for such purpose, whether any person or entity forms a “group” with any person or such person’s Affiliated Parties will be determined) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher Beneficial Ownership for any such party, then such Beneficial Ownership will be calculated in accordance with Section 16 of the Exchange Act and the rules and regulations thereunder), it being acknowledged by each person that the Company is not representing to any person that such calculation is in compliance with Section 13(d) of the Exchange Act and each person is solely responsible for any schedules required to be filed in accordance therewith. To the extent that an ownership limitation contained in Section 4.01(h) hereof applies, the determination of whether the Securities owned by a person are convertible (in relation to other securities owned by such person together with its Affiliated Parties (and any other persons or entities acting as a “group” together with such person or any of such person’s Affiliated Parties)) and of which portion of the Securities owned by such person is convertible shall be in the sole discretion of such person, and the submission of a conversion notice to the Conversion Agent (pursuant to Section 4.02 hereof) shall not limit be deemed to be such person’s determination of whether the CompanySecurities owned by such person are convertible (in relation to other securities owned by such person together with any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such person or any of such person’s obligations under Affiliated Parties)) and of which portion of such Securities are convertible, in each case subject to the then applicable ownership limitation (as determined in accordance with Section 7.5 4.01(h) hereof), and neither the Company nor the Conversion Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any “group” status as contemplated above shall be determined in accordance with Section 13(d) of the Purchase AgreementExchange Act and the rules and regulations promulgated thereunder. To ensure compliance with this restriction, the person will be deemed to represent to the Company each time it delivers a conversion notice (pursuant to Section 4.02 hereof) that such conversion notice has not violated the restrictions set forth in Section 4.01(h) hereof. (j) For the avoidance of doubt, if a person purports to convert any Security into shares of Common Stock hereunder and any delivery otherwise owed to such person hereunder is not made, in whole or in part, as a result of the then applicable ownership limitation (as determined in accordance with Section 4.01(h) hereof), then the person’s rights under the relevant Security pursuant to which such delivery was not made will not be extinguished and, instead such Security will be deemed to have never been converted by such person.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4Article, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) Note may be converted into fully paid and non-assessable nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at any the Conversion Rate, determined as hereinafter provided, in effect at the time prior to of conversion. Such conversion right shall commence on the initial issuance date of the Notes and expire at the close of business on the Business Day immediately preceding prior to the Final date of Maturity of the Notes, subject, in the case of conversion of any Global Note, to any Applicable Procedures. In case a Note or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises its right to require the Company to repurchase the Note, such conversion right in respect of the Note, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date, the Fundamental Change Repurchase Date or the Five Year Repurchase Date, as the case may be, unless purchased by the Company at defaults in making the Holder’s optionpayment due upon redemption or repurchase, at as the Conversion Rate case may be (in effect at such time, determined each case subject as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled aforesaid to any rights Applicable Procedures with respect to any Global Note); provided that, if a Holder has delivered notice of a holder the exercise of Common Stock its right to have its Note repurchased pursuant to Section 11.01(c) or Section 11.02(c), such Holder may not surrender such Note for conversion until such Holder has converted withdrawn its Securities into Common Stock, and only to the extent such Securities are deemed election to have been converted into its Note repurchased in accordance with Section 11.01 or Section 11.02, as the case may be. The rate at which shares of Common Stock pursuant to this Article 4. shall be delivered upon conversion (dherein called the “Conversion Rate”) shall be initially 293.3868 shares of Common Stock for each U.S. $1,000 Principal Amount of Notes. The Conversion Rate shall be adjusted (rounded to four decimal places) in certain instances as provided in Section 4.01(e) and Section 4.06this Article 10. (eb) By delivering If a transaction described in clause (2) of the definition of Change of Control occurs on or prior to October 1, 2012, the Company shall give notice to the Trustee and all Holders (i) at least ten scheduled Trading Days prior to the anticipated Effective Date of such transaction and (ii) within 15 days after the actual Effective Date of such Change of Control. If a Holder elects to convert Notes at any time following the notice described in clause (i) of the preceding sentence until the Fundamental Change Repurchase Date corresponding to such Change of Control as set forth in Section 11.01, the Conversion Rate for each $1,000 Principal Amount of Notes converted will be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided that if the Stock Price is greater than $39.33 per share (subject in each case to adjustment as described below) or if the Stock Price is less than $2.62 per share (subject to adjustment), the number of Additional Shares shall be zero. The number of Additional Shares shall be determined by reference to the table attached as Schedule A hereto, based on the Effective Date and the Stock Price; provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The addition to the Conversion Rate (whether, for the avoidance of doubt, in shares of Common Stock or, if the Company elects to pay cash in lieu of all or a portion of the Common Stock pursuant to Section 10.04, in cash or cash and shares of Common Stock, as applicable) will be made to Holders who elect to convert their Notes in connection with an applicable Change of Control on the later of (i) five Business Days following the Effective Date or (ii) the Conversion Settlement Date for those Notes. The Stock Prices set forth in the first column of the table in Schedule A hereto and set forth in the proviso in the first sentence of the preceding paragraph shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Company’s obligation to deliver Additional Shares shall be subject to adjustment in the same manner as the Conversion Rate as set forth Section 10.07 and Section 10.15. (c) Notwithstanding the foregoing, the total number of shares of Common Stock issuable on upon conversion shall not exceed 381.4028 shares per $1,000 Principal Amount of Notes, subject to adjustments in the Trustee, or to same manner as the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted Rate as set forth in Section 10.07 and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited)Section 10.15. (fd) Notwithstanding anything contained herein to (d) Promptly following the contraryEffective Date, the Company shall not be obligated to deliver shares calculate the Stock Price and the number of Common Additional Shares based on the applicable Stock in connection with any conversion of Securities to Price and Effective Date. No less than five Business Days following the extent such delivery wouldEffective Date, in the Company’s reasonable judgment, after having received Company shall notify the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 Trustee of the Purchase Agreementresults of such calculations and notify the Holders of the Stock Price and the number of Additional Shares per $1,000 Principal Amount of Notes. The Company shall issue a press release containing the information described in this paragraph and publish such information on its website.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4, each Holder of a Note will have the right, at such Holder’s option, to convert all or any portion (if the option of the Holder thereof, any Security or portion thereof that to be converted is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral a multiple thereof) of $1,000) may be converted such Note into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock (together with Cash in lieu of any fractional share, if applicable) at any time prior to the close Close of business Business on the Business second Scheduled Trading Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s optionin each case, at the Conversion Rate (subject to the settlement provisions of Section 4.02, the “Conversion Obligation”). However, if the Company calls any Note for Optional Redemption, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note. Whenever in effect at such this Indenture there is a reference to the Conversion Rate or Conversion Price as of a particular date without reference to a specific time, determined as hereinafter providedsuch reference will be deemed to be the Conversion Rate or Conversion Price immediately after the Close of Business on such date. (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e4.01(d) and Section 4.06. (ed) By delivering If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make-Whole Fundamental Change Conversion Period, then the Company will, except as otherwise provided below, pay a “Make-Whole Premium” to the Holder of such Note upon such conversion by increasing the Conversion Rate for such Note. The Make-Whole Premium will be in addition to, and not in substitution for, any cash, securities or other assets otherwise due upon such conversion. The number of additional shares of Common Stock issuable on conversion per $1,000 principal amount of the Notes constituting the Make-Whole Premium shall be determined by reference to the Trusteetable below, based on the applicable Make-Whole Fundamental Change Effective Date and the Stock Price; provided that: (i) if the actual Stock Price is between two Stock Prices on the table or the actual Make-Whole Fundamental Change Effective Date is between two dates on the table, the Make-Whole Premium will be determined by a straight-line interpolation between the Make-Whole Premiums set forth for such two Stock Prices or such two dates on the table based on a 365- or 366-day year, as applicable; (ii) if the Stock Price exceeds $500.00 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid; and (iii) if the Stock Price is less than $96.47 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid. If holders of the Common Stock receive only Cash in such Make-Whole Fundamental Change, and such Make-Whole Fundamental Change is pursuant to clause (2) of the definition of Change of Control, then the Stock Price shall be the Cash amount paid per share of the Common Stock in such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average of the Last Reported Sale Prices of the Common Stock for the 15 Trading Days immediately prior to, but not including, the Make-Whole Fundamental Change Effective Date. The following table sets forth what the Make-Whole Premium would be for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below (expressed as additional shares of Common Stock per $1,000 principal amount of Notes): May 14, 2020 3.0916 2.6236 2.0041 1.5016 1.0673 0.8205 0.6192 0.4531 0.3362 0.1897 0.1073 0.0582 0.0097 May 15, 2021 3.0916 2.6012 1.9633 1.4504 1.0128 0.7676 0.5703 0.4100 0.2992 0.1635 0.0896 0.0471 0.0072 May 15, 2022 3.0916 2.5602 1.9024 1.3796 0.9406 0.6993 0.5086 0.3570 0.2546 0.1330 0.0696 0.0346 0.0042 May 15, 2023 3.0916 2.5057 1.8232 1.2888 0.8499 0.6149 0.4340 0.2946 0.2034 0.0998 0.0486 0.0220 0.0000 May 15, 2024 3.0916 2.4368 1.7199 1.1703 0.7336 0.5092 0.3436 0.2219 0.1462 0.0655 0.0287 0.0110 0.0000 May 15, 2025 3.0916 2.3495 1.5785 1.0060 0.5769 0.3726 0.2330 0.1391 0.0855 0.0338 0.0127 0.0034 0.0000 May 15, 2026 3.0916 2.2479 1.3673 0.7485 0.3473 0.1917 0.1037 0.0547 0.0308 0.0106 0.0031 0.0003 0.0000 May 15, 2027 3.0916 2.2495 1.0590 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Notwithstanding the foregoing paragraph, in no event will the Conversion Rate exceed 10.3659 shares per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the Conversion Rate as set forth in clauses (1) through (5), inclusive, of Section 4.06(a). Each Stock Price set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. Each adjusted Stock Price will equal the Stock Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06(a) hereof, other than as a result of an adjustment to the Conversion AgentRate by adding the Make-Whole Premium as described above. The Company will notify the Trustee in writing and the Holders of the occurrence of each Make-Whole Fundamental Change occurring pursuant to clause (1) of the definition thereof no later than two Business Days after such Make-Whole Fundamental Change Effective Date. The Company will provide notice of each Make-Whole Fundamental Change occurring pursuant to clause (2) of the definition thereof in accordance with the provisions described in Article 3. Upon conversion of a Note, a Holder shall not receive any separate Cash payment for accrued and unpaid interest, if any, except as set forth below, and the Company will not adjust the Conversion Agent is other than Rate to account for accrued and unpaid interest. By delivering shares of Common Stock to the TrusteeHolder plus a Cash payment for such Holder’s fractional shares, if applicable, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed to be paid in full rather than cancelled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit if a Holder converts a Note after a Regular Record Date and prior to the Company’s obligations under Section 7.5 Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest payment due on such Interest Payment Date to the Holder of such Note as of the Purchase AgreementClose of Business on such Regular Record Date pursuant to Section 4.02(c). (e) If a Holder tenders a Fundamental Change Repurchase Notice with respect to a Note in accordance with Article 3, the Holder may not surrender such Note for conversion until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with Section 3.01.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 4 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Securities and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the second Business Day immediately preceding the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is submitted or presented for purchase or redemption pursuant to Article 3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date or Redemption Date for such Security (unless purchased by the Company shall fail to make the Fundamental Change Repurchase Price or Redemption Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at date such time, determined as hereinafter providedfailure is cured and such Security is purchased or redeemed). (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) By delivering If there shall have occurred a transaction described in clause (i) or (ii) of the definition of a Change in Control, the Company shall pay a “Make-Whole Premium” to the Holders of the Securities who convert their Securities during the period beginning 20 days before the anticipated Fundamental Change Effective Date until the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by increasing the Conversion Rate for such Securities. The number of additional shares of Common Stock per $1,000 principal amount of Securities constituting the Make-Whole Premium shall be determined by reference to the table (the “Make-Whole Table”) set forth below in this Section 4.01(e), based on the Fundamental Change Effective Date of such Fundamental Change and the Stock Price; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the Make-Whole Table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make-Whole Premium will be determined by a straight-line interpolation between the Make-Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the Male-Whole Table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $180.00 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $36.17 per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid. If Holders of the Common Stock receive only cash in the transaction, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Price of the Common Stock over the 15 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. $ 36.17 7.1678 7.1678 7.1678 7.1678 7.1678 7.1678 $ 40.00 5.5972 5.2650 4.8010 4.5206 4.5206 4.5206 $ 45.00 4.1374 3.6841 3.0411 1.7428 1.7428 1.7428 $ 48.83 3.3316 2.8316 2.1407 0.0000 0.0000 0.0000 $ 60.00 1.9064 1.3715 0.7815 0.0000 0.0000 0.0000 $ 70.00 1.3264 0.8946 0.4424 0.0000 0.0000 0.0000 $ 80.00 1.0759 0.7263 0.3583 0.0000 0.0000 0.0000 $ 100.00 0.7836 0.5411 0.2700 0.0000 0.0000 0.0000 $ 140.00 0.5050 0.3561 0.1776 0.0000 0.0000 0.0000 $ 180.00 0.3581 0.2561 0.1264 0.0000 0.0000 0.0000 The Stock Prices set forth in the first column of the Make-Whole Table will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to the Make-Whole Premium pursuant to this Section 4.01(e). The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the Make-Whole Table will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable on upon conversion of a Security exceed 27.6472 per $1,000 principal amount, subject to proportional adjustment in the Trustee, or to same manner as the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company Rate as set forth in clauses (1) through (7) of Section 4.06(a) hereof. The Make-Whole Premium will be deemed in addition to, and not in substitution for, any cash, securities or other assets otherwise due to have satisfied its obligation to pay the principal amount Holders of the Securities so converted and its obligation to pay accrued and unpaid interestupon the conversion of a Security (including any Additional Payment upon Provisional Redemption, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitedapplicable). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4Article, at any time on or after the Non-Conversion Period (as defined in Section 2.03), at the option of the Holder thereof, any Security or any portion of the principal amount thereof that which is an $1,000 or any integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paidin excess thereof, in an integral multiple of $1,000) may be converted at the principal amount thereof, or of such portion thereof, into fully paid and non-assessable shares nonassessable Common Stock of the Company (calculated as to each conversion to the nearest 1/100th 1/100 of a share) at the Conversion Rate, determined as hereinafter provided, in effect at the time of Common Stock conversion. Such conversion right shall expire at any time prior to the close of business on the Business Day immediately preceding Redemption Date or Repurchase Date for such Security (except, in the Final Maturity case of a partial redemption or repurchase, to the extent of the portion thereof not being redeemed or repurchased, as the case may be); subject, in the case of conversion of a Global Security, to any applicable book-entry procedures of the Depository for such conversion. In case a Security or portion thereof is called for redemption at the election of the Company or is delivered for repurchase at the option of the Holder, such conversion right in respect of the Security or portion thereof so called shall expire at the close of business on the Redemption Date or the Repurchase Date, unless purchased by the Company at defaults in making the Holder’s optionpayment due upon redemption or the repurchase, at as the Conversion Rate in effect at such time, determined case may be (subject as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled aforesaid to any rights of a holder applicable book-entry procedures). The rate at which Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 9.5797 shares of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) By delivering the number of shares of this Article XII. The price at which Common Stock issuable on shall be delivered upon conversion (herein called the "Conversion Price") shall at any time be equal to U.S. $1,000 divided by the then applicable Conversion Rate (and rounded to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitednearest cent). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 411, at the option of the Holder thereof, any Security or any portion of the principal amount thereof (but not Accrued Original Issue Discount thereon) that is U.S.$1,000 or an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) U.S.$1,000 may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) into fully paid and nonassessable Ordinary Shares (or, at the election of Common Stock the Holder, into ADSs representing Ordinary Shares; provided that (i) the Security being converted has been transferred pursuant to an effective Registration Statement or an effective registration statement under the Securities Act and is not otherwise a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act and (ii) the Company's deposit agreement with respect to ADSs, or a successor deposit agreement, is in effect) at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence upon the original issuance of the Securities and expire at the close of business on November 12, 2006, unless the Security has been previously redeemed or repurchased, subject, in the case of conversion of any time prior Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Final Maturity Redemption Date or the Repurchase Date, as the case may be, unless purchased by the Company at defaults in making the Holder’s optionpayment due upon redemption or repurchase, at as the Conversion Rate case may be (in effect at such timeeach case subject, determined as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled aforesaid, to any rights Applicable Procedures with respect to any Global Security). The rate at which Ordinary Shares shall be delivered upon conversion (herein called the "CONVERSION RATE") shall be initially 266.6667 Ordinary Shares for each U.S.$1,000 principal amount of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(ethis Article 11. In the event that the Holder elects to receive ADSs upon conversion, such Holder shall receive the whole number of ADSs (rounded down to the nearest ADS, in the event that a fractional ADS would otherwise be issuable) and Section 4.06. (e) By delivering representing the number of shares Ordinary Shares that would be deliverable to such Holder if such Holder elected to receive Ordinary Shares upon conversion of Common Stock issuable on conversion to Securities. For purposes of the Trusteeremainder of this Article 11, or to unless the Conversion Agent, if the Conversion Agent is other than the Trusteecontext requires otherwise, the Company will be deemed to have satisfied its obligation to pay term "ORDINARY SHARES" means the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished Ordinary Shares or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any ADSs issuable upon conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase AgreementSecurities.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 13 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate unless previously repurchased, subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures. If a Note is submitted or presented for purchase pursuant to Article 15, subject to the last paragraph of Section 13.02(b), such conversion right shall terminate at the close of business on the Business Day prior to the Fundamental Change Purchase Date for such Note (unless purchased by the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 15, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.0613.06. (e) [Reserved]. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Issue Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitedsatisfied and extinguished). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 13 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate unless previously redeemed or repurchased, unless purchased by subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures; provided, however, that if the Company has elected to redeem the Notes pursuant to Article 14 hereof, Holders may convert their Notes only until the close of business on the Business Day prior to the Redemption Date unless the Company fails to pay the Redemption Price in which case the conversion right shall terminate at the Holder’s optionclose of business on the Business Day prior to the date such failure is cured and such Note is redeemed. If a Note is submitted or presented for purchase pursuant to Article 15, subject to the last paragraph of Section 13.02(b), such conversion right shall terminate at the Conversion Rate close of business on the Business Day prior to the Fundamental Change Purchase Date for such Note (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in effect accordance with Article 15, in which case the conversion right shall terminate at the close of business on the Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e13.01(e) and Section 4.0613.06. (e) If a Make-Whole Fundamental Change shall have occurred, the Company shall calculate and pay a “Fundamental Change Make-Whole Premium” to the Holders of the Notes who convert their Notes during the period beginning the date of the Make-Whole Fundamental Change Notice until the close of business on the tenth Business Day immediately following the Make-Whole Fundamental Change Effective Date by increasing the Conversion Rate for such Notes. The Fundamental Make-Whole Change Premium will be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Fundamental Change Make-Whole Premium shall be determined by reference to the table set forth on Schedule A hereto, based on the Make-Whole Fundamental Change Effective Date and the Stock Price; provided that if the Stock Price or Make-Whole Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Make-Whole Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates on the table, the Fundamental Change Make-Whole Premium will be determined by a straight-line interpolation between the Fundamental Change Make-Whole Premiums set forth for the two Stock Prices and the two Make-Whole Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $12.00 per share, subject to adjustment as set forth herein, no Fundamental Change Make-Whole Premium will be paid, and (iii) if the Stock Price on the Make-Whole Fundamental Change Effective Date is less than $4.82 per share, subject to adjustment as set forth herein, no Fundamental Change Make-Whole Premium will be paid. If holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the 10 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Company, or, at the request of the Company, the Trustee, shall mail written notice of the anticipated effective date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”). At the Company’s request, the Trustee shall give such Make-Whole Fundamental Change Notice in the Company’s name and at the Company’s request; provided that, unless otherwise agreed by the Trustee, the Company makes such request at least three (3) Business Days prior to the date of such notice. The Stock Prices set forth in the first column of the table on Schedule A will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment pursuant to the Fundamental Change Make-Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Fundamental Change Make-Whole Premium as described above. Notwithstanding the foregoing, in no event will the Conversion Rate exceed 207.4688 per $1,000 principal amount as a result of this Section 13.01, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.06 hereof. The Fundamental Change Make-Whole Premium shall be delivered upon the later of the settlement date for the conversion and promptly following the Fundamental Change Effective Date. If a Holder converts its Notes prior to the Fundamental Change Effective Date, and the Make-Whole Fundamental Change does not occur, such Holder shall not be entitled to the Fundamental Change Make-Whole Premium in connection with such conversion. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitedsatisfied and extinguished). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 410, after the earliest to occur of (i) the Mandatory Repurchase Date, (ii) the time by which the Company is required to delivery the Early Conversion Notice, or (iii) the consummation of the Acquisition, at the option of the Holder thereof, any Security Note or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time thereafter and prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate or such earlier date set forth in this Article 10, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 410. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) Sections 10.06, 10.07, and Section 4.0610.12. (e) If there shall have occurred a Fundamental Change as a result of the occurrence of the events specified in clauses (i), (ii), (iv) or (v), the Company shall pay a “Make Whole Premium” to the Holders of the Notes who convert their Notes during the period beginning 10 Trading Days before the date the Company announces as the anticipated Fundamental Change Effective Date and ending at the close of business on the Trading Day immediately preceding the Fundamental Change Purchase Date by increasing the Conversion Rate for such Notes. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make Whole Premium shall be determined by the Company by reference to the table below, based on the Fundamental Change Effective Date and the Stock Price of such Fundamental Change; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make Whole Premium will be determined by a straight-line interpolation between the Make Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365 day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $31.47 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid. If Holders of the Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Prices of the Common Stock for each of the 10 Trading Days immediately preceding, but not including, the applicable Fundamental Change Effective Date. Stock Price November , 2007 November 15, 2008 November 15, 2009 November 15, 2010 November 15, 2011 November 15, 2012 November 15, 2013 May 15, 2014 $31.47 7.794 7.794 7.794 7.794 7.794 7.794 7.794 7.794 $35.00 6.980 6.706 6.327 5.922 5.477 4.998 4.883 4.818 $40.00 5.715 5.437 5.054 4.611 4.073 3.384 2.308 1.069 $45.00 4.788 4.523 4.156 3.719 3.168 2.427 1.223 0.000 Stock Price November , 2007 November 15, 2008 November 15, 2009 November 15, 2010 November 15, 2011 November 15, 2012 November 15, 2013 May 15, 2014 $50.00 4.080 3.835 3.493 3.083 2.557 1.843 0.737 0.000 $55.00 3.520 3.297 2.988 2.611- 2.126 1.472 0.523 0.000 $60.00 3.068 2.868 2.589 2.249 1.810 1.223 0.420 0.000 $65.00 2.695 2.517 2.268 1.962 1.569 1.048 0.362 0.000 $70.00 2.385 2.226 2.002 1.729 1.378 0.917 0.322 0.000 $75.00 2.122 1.979 1.781 1.536 1.222 0.814 0.291 0.000 $100.00 1.248 1.169 1.053 0.912 0.733 0.499 0.187 0.000 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 10.06 hereof, other than as a result of an adjustment of the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable upon conversion of a Note exceed 31.776 per $1,000 principal amount, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 10.06(a) hereof. The additional shares issuable pursuant to this Section 10.01(e) shall be delivered upon the later of (i) the settlement date for the conversion and (ii) promptly following the Fundamental Change Effective Date. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (fg) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in The Trustee may conclusively rely on the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 calculations of the Purchase AgreementMake Whole Premium.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4Thirteen, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted at any time into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on September 15, 2006, subject, in the case of conversion of any time prior Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase a Security or portion thereof, such conversion right in respect of such Security, shall expire (a) at the close of business on the Business Day immediately preceding the Final Maturity Redemption Date, unless purchased by in the Company at the Holder’s optioncase of a Security called for redemption, at the Conversion Rate in effect at such time, determined as hereinafter provided. and (b) Provisions at the close of this Indenture that apply to conversion of all business on the Repurchase Date, in the case of a Security also apply tendered for repurchase, in each case unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, and in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security. Prior to the Effective Time the rate at which shares of Common Stock would have been delivered upon conversion was initially 24.0601 shares of a portion of a Security. (c) A Holder Common Stock for each $1,000 principal amount of Securities is not entitled (subject to any rights adjustment as provided in Article Thirteen to the Indenture, as it existed prior to the Effective Time). From and after the Effective Time, the holder of each Outstanding Security shall have the right during the period such Security shall be convertible as specified in the preceding paragraph of this Section 1301, to convert such Security into the number of shares of Common Stock that a holder of shares of the Company's common stock would have received in connection with the Merger if such holder held the number of shares of the Company's common stock into which such Security was convertible immediately prior to the Effective Time. The number of shares of Common Stock until such Holder has holder would have received for each $1,000 principal amount of Securities converted its Securities into Common Stock, and only shall be referred to herein as the "Conversion Rate". The Conversion Rate shall be extended to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) sixth decimal place. The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06this Article Thirteen. SECTION 1302. (e) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 413, each Holder of a Note shall have the right, at such Holder’s option, to convert any or all of such Holder’s Notes at the option Conversion Rate during the periods set forth in Section 13.01(b). (b) The conversion rights pursuant to this Article 13 shall commence on the Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures. If a Note is submitted or presented for purchase pursuant to Article 16, subject to the last paragraph of Section 13.03(b), such conversion right shall terminate at the close of business on the Business Day prior to the Fundamental Change Repurchase Date for such Note, as the case may be (unless purchased by the Company shall fail to make the Fundamental Change Repurchase Price payment when due in accordance with Article 16, if applicable, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (bc) A Holder may convert fewer than all of such Holder’s Notes only if (i) the principal amount of Notes converted is an integral multiple of $1,000 and (ii) the portion of such Holder’s Notes not so converted is in a minimum principal amount of $2,000. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (cd) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (de) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) 13.02 and Section 4.0613.07. (ef) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will shall be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelledcanceled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 413, each Holder of a Note shall have the right, at such Holder’s option, to convert any or all of such Holder’s Notes at the option Conversion Rate during the periods set forth in Section 13.01(b). (b) The conversion rights pursuant to this Article 13 shall commence on the Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate unless the Notes have been previously redeemed or repurchased, unless purchased by subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures; provided, however, that if the Company has elected to redeem the Notes pursuant to Article 15 hereof, Holders may convert their Notes only until the close of business on the Business Day prior to the relevant Redemption Date unless the Company fails to pay the Redemption Price in which case the conversion right shall terminate at the Holder’s optionclose of business on the Business Day prior to the date such failure is cured and such Note is redeemed. If a Note is submitted or presented for purchase pursuant to Article 14 or Article 16, subject to the last paragraph of Section 13.03(b), such conversion right shall terminate at the Conversion Rate close of business on the Business Day prior to the Repurchase Date or the Fundamental Change Repurchase Date for such Note, as the case may be (unless the Company shall fail to make the Repurchase Price payment or the Fundamental Change Repurchase Price payment, as the case may be, when due in effect accordance with Article 14 or Article 16, respectively, if applicable, in which case the conversion right shall terminate at the close of business on the Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (bc) A Holder may convert fewer than all of such Holder’s Notes only if (i) the principal amount of Notes converted is an integral multiple of $1,000 and (ii) the portion of such Holder’s Notes not so converted is in a minimum principal amount of $2,000. Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (cd) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (de) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) 13.02 and Section 4.0613.07. (ef) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will shall be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelledcanceled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 45, each Holder of a Note shall have the right, at the option of the Holder thereofsuch Holder’s option, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Final Stated Maturity Date, unless purchased by the Company at the Holder’s optionto convert all of any portion of its Notes, at the Conversion Rate which portion must be in effect at such time, determined as hereinafter providedprincipal amounts of $1,000 or an integral multiple of $1,000. (b) Provisions of this Indenture that apply to conversion of If the Company calls all of a Security also apply to conversion of or a portion of a Security. (c) A Holder of Securities is not entitled the Notes for redemption pursuant to Article 6, Holders may convert their Notes that have been called for redemption at any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, time after the Redemption Notice Date and only prior to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) By delivering close of business on the number of shares of Common Stock issuable on conversion second Business Day prior to the TrusteeRedemption Date, or even if such Notes are not otherwise convertible at such time. After such second Business Day, the Holder’s right to convert shall expire unless the Conversion AgentCompany defaults in the payment of the Redemption Price. Notwithstanding the foregoing, if the Conversion Agent Company calls only less than all Outstanding Notes for redemption and a Holder (or a beneficial owner of a beneficial interest in a Global Security) is other than the Trusteenot able to determine, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable prior to the period from close of business on the most recent Interest Payment Date through 29th Scheduled Trading Day immediately preceding the Conversion Date relevant Redemption Date, whether the Notes owned by such Holder (which amount will be deemed paid or beneficially owned by such beneficial owner) are subject to redemption (and they are convertible in full rather than cancelledaccordance with the first sentence of this subsection (b)) for any reason, extinguished then such Holder (or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(fbeneficial owner) shall not limit be entitled to convert such Notes after the Company’s obligations under Section 7.5 Redemption Notice Date until the second Scheduled Trading Day immediately preceding the Redemption Date, regardless of the Purchase Agreementwhether such Notes (or beneficial interest) are subject to redemption.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 414, at the option a Holder of the Holder thereof, a Note may convert all or any Security or portion thereof that is an integral multiple of $1,000 1.00 principal amount (or into the Principal Return and Net Share Amount, if Payment-in-Kind interest is paidany, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time following the IPO Effective Date and prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s option, at the Conversion Rate then in effect at such time, determined as hereinafter providedeffect. (b) Notes in respect of which a Change of Control Repurchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 14 prior to a valid withdrawal of such Change of Control Repurchase Notice in accordance with the provisions of Article 3. Notes in respect of which an Asset Sale Offer purchase election has been delivered may not be surrendered for conversion pursuant to this Article 14 prior to a valid withdrawal of such Asset Sale Offer purchase election in accordance with the provisions of Article 3. (c) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to the conversion of a portion of a Securitysuch Note. (cd) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common StockNotes, and then only to the extent that upon such Securities are deemed conversion the Holder will be entitled to have been converted into Common Stock pursuant receive Net Shares in respect of which SFC has not elected to deliver cash in lieu thereof in accordance with the provisions of this Article 414. (de) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.0614.05. (ef) By delivering the number Principal Return and Net Share Amount, if any, upon conversion of shares of Common Stock issuable on conversion a Note to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company SFC will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest Special Interest, if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 410, after the earliest to occur of (i) the Mandatory Repurchase Date, (ii) the time by which the Company is required to delivery the Early Conversion Notice, or (iii) the consummation of the Acquisition, at the option of the Holder thereof, any Security Note or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time thereafter and prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate or such earlier date set forth in this Article 10, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided. (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 410. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) Sections 10.06, 10.07, and Section 4.0610.12. (e) If there shall have occurred a Fundamental Change as a result of the occurrence of the events specified in clauses (i), (ii), (iv) or (v), the Company shall pay a “Make Whole Premium” to the Holders of the Notes who convert their Notes during the period beginning 10 Trading Days before the date the Company announces as the anticipated Fundamental Change Effective Date and ending at the close of business on the Trading Day immediately preceding the Fundamental Change Purchase Date by increasing the Conversion Rate for such Notes. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make Whole Premium shall be determined by the Company by reference to the table below, based on the Fundamental Change Effective Date and the Stock Price of such Fundamental Change; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make Whole Premium will be determined by a straight-line interpolation between the Make Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365 day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $100.00 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $31.47 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid. If Holders of the Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of the Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Prices of the Common Stock for each of the 10 Trading Days immediately preceding, but not including, the applicable Fundamental Change Effective Date. $31.47 7.794 7.794 7.794 7.794 7.794 7.794 7.794 7.794 $35.00 6.980 6.706 6.327 5.922 5.477 4.998 4.883 4.818 $40.00 5.715 5.437 5.054 4.611 4.073 3.384 2.308 1.069 $45.00 4.788 4.523 4.156 3.719 3.168 2.427 1.223 0.000 $50.00 4.080 3.835 3.493 3.083 2.557 1.843 0.737 0.000 $55.00 3.520 3.297 2.988 2.611- 2.126 1.472 0.523 0.000 $60.00 3.068 2.868 2.589 2.249 1.810 1.223 0.420 0.000 $65.00 2.695 2.517 2.268 1.962 1.569 1.048 0.362 0.000 $70.00 2.385 2.226 2.002 1.729 1.378 0.917 0.322 0.000 $75.00 2.122 1.979 1.781 1.536 1.222 0.814 0.291 0.000 $100.00 1.248 1.169 1.053 0.912 0.733 0.499 0.187 0.000 The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 10.06 hereof, other than as a result of an adjustment of the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable upon conversion of a Note exceed 31.776 per $1,000 principal amount, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 10.06(a) hereof. The additional shares issuable pursuant to this Section 10.01(e) shall be delivered upon the later of (i) the settlement date for the conversion and (ii) promptly following the Fundamental Change Effective Date. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (fg) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in The Trustee may conclusively rely on the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 calculations of the Purchase AgreementMake Whole Premium.

Conversion Privilege and Conversion Rate. (a) Subject to and upon Upon compliance with the provisions of this Article 410, a Holder will have the right, at such Holder’s option, to convert all or any portion (if the option of the Holder thereof, any Security portion to be converted is $1,000 principal amount or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a shareexcess thereof) of Common Stock its Notes at any time prior to the close Close of business Business on the Second Scheduled Trading Day immediately preceding the Maturity Date, at a rate (the “Conversion Rate”) of 256.4103 shares of Common Stock (subject to adjustment by the Company as provided in Section 10.04) per $1,000 principal amount of the Notes (the “Conversion Obligation”). Notwithstanding the foregoing, no Holder may exercise such conversion right with respect to such Holder’s Notes to the extent the receipt of the Common Stock deliverable upon conversion of the Notes would cause such Holder or any Affiliate of such Holder or any syndicate or group including such Holder or such Affiliate that would be deemed to be a “person” under Section 13(d) of the Exchange Act to become the “beneficial owner” (as defined in Rule 13d-3) of more than 9.99% of the outstanding Common Stock. Any purported conversion of Notes in violation of the foregoing sentence will be void and the Notes purported to be converted will remain outstanding. (b) In addition, if the Effective Date of a Make-Whole Fundamental Change occurs and a Holder elects to convert Notes in connection with such Make-Whole Fundamental Change, the Conversion Rate applicable to each $1,000 principal amount of Notes so surrendered for conversion will be increased by a number of additional shares of Common Stock (the “Additional Shares”) as described below. Settlement of Notes tendered for conversion with respect to which Additional Shares will be added to the Conversion Rate as provided in this Section 10.01(b) will be settled pursuant to Section 10.02(c). For purposes of this Section 10.01(b), any conversion of Notes shall be deemed to be “in connection with” a Make-Whole Fundamental Change if the Notice of Conversion of the Notes is received by the Conversion Agent from, and including, the related Effective Date up to, and including, the Business Day immediately preceding prior to the Final Maturity Daterelated Fundamental Change Repurchase Date (or, unless purchased in the case of a transaction that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such transaction). (i) The number of Additional Shares will be determined by the Company at by reference to the Holder’s optiontable attached as Schedule A hereto, at based on the Effective Date of such Make-Whole Fundamental Change and the relevant Stock Price; provided that if the actual Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Effective Dates, as applicable, based on a 365-day year; provided, further, that if (1) the Stock Price is greater than $10.00 per share of Common Stock (subject to adjustment in the same manner as the Conversion Prices are adjusted pursuant to Section 10.04), no Additional Shares shall be added to the Conversion Rate, and (2) the Stock Price is less than $3.00 per share (subject to adjustment in the same manner as the Conversion Prices are adjusted pursuant to Section 10.04), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion exceed 333.3333 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 10.04(a)). (ii) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted by the Company as of any date on which the Conversion Rate of the Notes is adjusted as set forth in Section 10.04. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect at such time, determined immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as hereinafter provided. (b) Provisions so adjusted. The number of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a SecurityAdditional Shares within the table will be adjusted in the same manner as the Conversion Rate as set forth in Section 10.04. (c) A Holder In addition, on or after June 15, 2013, if the Last Reported Sale Price for 20 or more Trading Days in a period of Securities is not entitled 30 consecutive Trading Days ending within five Trading Days immediately prior to any rights the date the Company receives Notice of a holder Conversion exceeds the applicable Conversion Price in effect on each such Trading Day, the Company shall, in addition to delivering shares of Common Stock until such upon conversion by the Holder has converted its Securities into of the Notes (and cash in lieu of fractional shares) pursuant to Section 10.01(a), make a payment (the “Interest Make-Whole Premium”) in cash, shares of Common Stock or a combination of cash and shares of Common Stock, and only at the Company’s option, equal to the extent such Securities are deemed to sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted into had such Notes remained outstanding through the earlier of the date that is three years after the Company receives the Notice of Conversion and June 15, 2017. If the Company elects to pay some or all of the Interest Make-Whole Premium in shares of Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) By delivering Stock, the number of shares of Common Stock issuable on conversion a Holder will receive will be that number of shares of Common Stock that have a value equal to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation Interest Make-Whole Premium payment to pay accrued and unpaid interestbe paid to such Holder in shares of Common Stock divided by the Discounted Average Stock Price. In addition, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount any such payment will be deemed paid made in full rather than cancelledshares of Common Stock that do not constitute “restricted securities” (as defined in Rule 144). In addition, extinguished or forfeited). (f) Notwithstanding anything contained herein to any such payment will be made in accordance with the contrarycontinued listing requirements of the NASDAQ Global Select Market. In the event that the Company is prohibited under the listing requirements of the NASDAQ Global Select Market from delivering shares of Common Stock as payment for the Interest Make-Whole Premium, the Company shall make such payment of Interest Make-Whole Premium in cash. Holders who convert their Notes pursuant to Section 10.01(b) above will not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to receive the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase AgreementInterest Make-Whole Premium but will instead receive Additional Shares.

Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4First Supplemental Indenture, at the option of the Holder thereofHolder, any Security Note or portion thereof that is an integral multiple of $1,000 principal amount (and not previously purchased or if Payment-in-Kind interest is paidcurrently the subject of a Fundamental Change Purchase Notice that has not been withdrawn pursuant to Section 3.02(b), in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to ADSs of the nearest 1/100th of a share) of Common Stock Company at any time prior to the close of business until 5:00 p.m., New York City time, on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time. If the Company has given notice to redeem Notes pursuant to Section 10.01, determined such Notes will be convertible at the option of the Holder only until the close of business on the Business Day prior to the Redemption Date unless the Company fails to pay the Redemption Price on the Redemption Date, and if the Company has given notice to redeem all of the Notes pursuant to Section 10.02, any Notes not subject to a duly completed, signed and timely submitted Tax Election Notice (as hereinafter provideddefined below) will be convertible at the option of the Holder only until the close of business on the Business Day prior to the Tax Redemption Date unless the Company fails to pay the Tax Redemption Price on the Tax Redemption Date. (b) Provisions of this First Supplemental Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock ADSs until such Holder has converted its Securities Notes into Common StockADSs, and only to the extent such Securities Notes are deemed to have been converted into Common Stock ADSs pursuant to this Article 4. The Holder of Notes that has converted its Notes (or if such person designated another person to whom such ADSs shall be issued and delivered, such person) shall be treated as a holder of record of such ADSs as of 5:00 p.m., New York City time, on the Conversion Date. (d) The Conversion Rate Notwithstanding (a) through (c) above, the conversion rights shall be adjusted in certain instances suspended during any Closed Period (as provided in Section 4.01(edefined below) and Section 4.06. Holders shall not have the right to convert their Notes during any such Closed Period. “Closed Period” means the following periods: (ei) By delivering the number 21 days immediately prior to the date of the Company’s annual general shareholders’ meeting, (ii) the 30 days immediately prior to an extraordinary shareholders’ meeting, (iii) from the date that the Company notifies the Indian Stock Exchanges of the record date for determination of shareholders entitled to receipt of dividends, subscription of shares of Common Stock issuable on conversion due to capital increase or other benefits, to the Trusteerecord date for the distribution or allocation of the Table of Contents relevant dividends, or rights and benefits, (iv) such other periods determined by Indian law applicable from time to time that the Conversion AgentCompany is required to close its stock transfer books, if the Conversion Agent is and (v) any period commencing on a Record Date (other than the Trustee, last Record Date before the Maturity Date) and ending on the corresponding Interest Payment Date. The Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted procure that Holders (and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited). (fother applicable parties) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation are given notice of any Antitrust Laws; provided, however, that Closed Period at the beginning of each Closed Period in accordance with the provisions of this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase AgreementIndenture.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 13 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Notes and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity DateDate unless previously redeemed or repurchased, unless purchased by subject to the provisions of this Indenture and, in the case of conversion of any Global Note, to any Applicable Procedures; provided, however, that if the Company has elected to redeem the Notes pursuant to Article 14 hereof, Holders may convert their Notes only until the close of business on the Business Day prior to the Redemption Date unless the Company fails to pay the Redemption Price in which case the conversion right shall terminate at the Holder’s optionclose of business on the Business Day prior to the date such failure is cured and such Note is redeemed. If a Note is submitted or presented for purchase pursuant to Article 15, subject to the last paragraph of Section 13.02(b), such conversion right shall terminate at the Conversion Rate close of business on the Business Day prior to the Fundamental Change Purchase Date for such Note (unless the Company shall fail to make the Fundamental Change Purchase Price payment when due in effect accordance with Article 15, in which case the conversion right shall terminate at the close of business on the Business Day prior to the date such time, determined as hereinafter providedfailure is cured and such Note is repurchased). (b) Provisions of this Indenture that apply to conversion of all of a Security Note also apply to conversion of a portion of a SecurityNote. (c) A Holder of Securities Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities Notes into Common Stock, and only to the extent such Securities Notes are deemed to have been converted into Common Stock pursuant to this Article 413. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e13.01(e) and Section 4.0613.06. (e) If a Make-Whole Fundamental Change shall have occurred, the Company shall calculate and pay a “Fundamental Change Make-Whole Premium” to the Holders of the Notes who convert their Notes during the period beginning the date of the Make-Whole Fundamental Change Notice until the close of business on the tenth Business Day immediately following the Make-Whole Fundamental Change Effective Date by increasing the Conversion Rate for such Notes. The Fundamental Make-Whole Change Premium will be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon conversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Fundamental Change Make-Whole Premium shall be determined by reference to the table set forth on Schedule A hereto, based on the Make-Whole Fundamental Change Effective Date and the Stock Price; provided that if the Stock Price or Make-Whole Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Make-Whole Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates on the table, the Fundamental Change Make-Whole Premium will be determined by a straight-line interpolation between the Fundamental Change Make-Whole Premiums set forth for the two Stock Prices and the two Make-Whole Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $50.00 per share, subject to adjustment as set forth herein, no Fundamental Change Make-Whole Premium will be paid, and (iii) if the Stock Price on the Make-Whole Fundamental Change Effective Date is less than $5.97 per share, subject to adjustment as set forth herein, no Fundamental Change Make-Whole Premium will be paid. If holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the 10 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Company, or, at the request of the Company, the Trustee, shall mail written notice of the anticipated effective date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”). At the Company’s request, the Trustee shall give such Make-Whole Fundamental Change Notice in the Company’s name and at the Company’s request; provided that, unless otherwise agreed by the Trustee, the Company makes such request at least three (3) Business Days prior to the date of such notice. The Stock Prices set forth in the first column of the table on Schedule A will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment pursuant to the Fundamental Change Make-Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 13.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Fundamental Change Make-Whole Premium as described above. Notwithstanding the foregoing, in no event will the Conversion Rate exceed 167.5041 per $1,000 principal amount as a result of this Section 13.01, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.06 hereof. The Fundamental Change Make-Whole Premium shall be delivered upon the later of the settlement date for the conversion and promptly following the Fundamental Change Effective Date. If a Holder converts its Notes prior to the Fundamental Change Effective Date, and the Make-Whole Fundamental Change does not occur, such Holder shall not be entitled to the Fundamental Change Make-Whole Premium in connection with such conversion. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for any fractional share, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities Notes so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeitedsatisfied and extinguished). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 4 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Securities and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the second Business Day immediately preceding the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is submitted or presented for purchase or redemption pursuant to Article 3, such conversion right shall terminate at the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date or Redemption Date for such Security (unless purchased by the Company shall fail to make the Fundamental Change Repurchase Price or Redemption Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at date such time, determined as hereinafter providedfailure is cured and such Security is purchased or redeemed). (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.064.07. (e) By delivering If there shall have occurred a transaction described in clause (i) or (ii) of the definition of a Change in Control, the Company shall pay a “Make-Whole Premium” to the Holders of the Securities who convert their Securities during the period beginning 20 days before the anticipated Fundamental Change Effective Date until the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by increasing the Conversion Rate for such Securities. The number of additional shares of Common Stock per $1,000 principal amount of Securities constituting the Make-Whole Premium shall be determined by reference to the table below, based on the Fundamental Change Effective Date of such Fundamental Change and the Stock Price; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make-Whole Premium will be determined by a straight-line interpolation between the Make-Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $[ ] per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $[ ] per share, subject to adjustment as set forth herein, no Make-Whole Premium will be paid. If Holders of the Company’s Common Stock receive only cash in the transaction, the Stock Price shall be the cash amount paid per share of the Company’s Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Closing Price of the Company’s Common Stock over the 15 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Stock Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to the Make-Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.07 hereof. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable on upon conversion of a Security exceed [ ] per $1,000 principal amount, subject to proportional adjustment in the Trustee, or to same manner as the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount Rate as set forth in clauses (1) through (7) of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited)Section 4.07(a) hereof. (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.

Conversion Privilege and Conversion Rate. (a) Subject The conversion rights pursuant to and upon compliance with the provisions of this Article 4, at 4 shall commence on the option Issue Date of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid Securities and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock expire at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, subject to the provisions of this Indenture and, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Fundamental Change Purchase Date for such Security (unless purchased by the Company shall fail to make the Fundamental Change Purchase Price payment when due in accordance with Article 3, in which case the conversion right shall terminate at the Holder’s option, at close of business on the Conversion Rate in effect at date such time, determined as hereinafter providedfailure is cured and such Security is purchased). (b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06. (e) If there shall have occurred a transaction described in clauses (i) or (ii) of the definition of a Change of Control, the Company shall calculate and pay a “Make Whole Premium” to the Holders of the Securities who convert their Securities during the period beginning 20 days before the anticipated Fundamental Change Effective Date until the close of business on the tenth Business Day immediately following the Fundamental Change Effective Date by increasing the Conversion Rate for such Securities. The number of additional shares of Common Stock per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table set forth on Schedule A hereto, based on the Fundamental Change Effective Date and the Stock Price; provided that if the Stock Price or Fundamental Change Effective Date are not set forth on the table: (i) if the actual Stock Price on the Fundamental Change Effective Date is between two Stock Prices on the table or the actual Fundamental Change Effective Date is between two Fundamental Change Effective Dates on the table, the Make Whole Premium will be determined by a straight-line interpolation between the Make Whole Premiums set forth for the two Stock Prices and the two Fundamental Change Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Stock Price on the Fundamental Change Effective Date exceeds $200.00 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid, and (iii) if the Stock Price on the Fundamental Change Effective Date is less than $17.42 per share, subject to adjustment as set forth herein, no Make Whole Premium will be paid. If Holders of the Company’s Common Stock receive only cash in the transaction, the Stock Price shall be the cash amount paid per share of the Company’s Common Stock in connection with the Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Company’s Common Stock over the 10 Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Fundamental Change Effective Date. The Stock Prices set forth in the first column of the table on Schedule A will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted other than an adjustment pursuant to the Make Whole Premium described above. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.06 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make Whole Premium as described above. Notwithstanding the foregoing paragraph, in no event will the total number of shares of Common Stock issuable upon conversion of a Security exceed 57.4051 per $1,000 principal amount as a result of this Section 4.01, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in clauses (1) through (4) of Section 4.06(a) hereof. (f) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trusteeplus a cash payment for a fractional share, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, interest attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or and forfeited). (f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.