Common use of Conversion Procedures; Conversion Settlement Clause in Contracts

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 (in the case of a Certificated Note) or the second sentence of this Section 10.02 (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election). (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or a combination thereof, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15, 2018, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (g) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity of the Notes converted. (h) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 10.02(a) (in the case of a Certificated Note) or the second sentence of this Section 10.02 10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0313.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following Delivery of shares of Common Stock upon conversion of Notes shall occur as soon as practicable after the last Trading Day of the relevant Observation Period, but in any event within five Business Days after the case last Trading Day of any other Settlement Methodthe relevant Observation Period. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election)Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, Cash and shares of Common Stock or a combination thereofStock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock Stock, if any, shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15August 1, 2018, 2018 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 10.02(a) (in the case of a Certificated Note) or the second sentence of this Section 10.02 10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0313.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following Delivery of shares of Common Stock upon conversion of Notes shall occur as soon as practicable after the last Trading Day of the relevant Observation Period, but in any event within five Business Days after the case last Trading Day of any other Settlement Methodthe relevant Observation Period. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election)Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, Cash and shares of Common Stock or a combination thereofStock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock Stock, if any, shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15August 1, 2018, 2020 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 (in the case of a Certificated Note) or the second sentence of this Section 10.02 (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0313.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election). (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or a combination thereof, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15May 1, 2018, 2019 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the NoteNote or facsimile of the Conversion Notice, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement endorsements and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Note. If a Holder Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures applicable procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of a Noteholder satisfies the requirements set forth in the first sentence of this Section 10.02 11.02(a) (in the case of a Certificated Note) or or, as the case may be, the second sentence of this Section 10.02 11.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the The Company will deliver shall satisfy the Conversion Consideration on the third Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares) as soon as practicable but in any event within three Business Day immediately following Days of the relevant Conversion Date, if . The number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (provided that the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day shall deliver Cash in lieu of the relevant Observation Period, fractional shares as described in the case of any other Settlement MethodSection 11.03). (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if on which date such Holder shall be deemed to be the Company delivers solely Holder of record of a number of shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Electionto which such Holder is entitled). (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 1011. Upon conversion of a Note, a Holder Noteholder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest)interest. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or a combination thereof, received by the Holder Noteholder upon conversion. Delivery to the Holder Noteholder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion DateNote. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Repurchase Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15, 2018, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, shares due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures applicable procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements requirement set forth in the first sentence of this Section 10.02 10.02(a) (in the case of a Certificated Note) or the second sentence of this Section 10.02 10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0312.03, of the occurrence of such Conversion Date. (b) Subject The Company may satisfy the Conversion Obligation by delivering shares of Common Stock, Cash, or a combination thereof as set forth in this Section 10.02(b). The Company shall inform Noteholders through the Trustee of the method the Company chooses to satisfy the Conversion Obligation (and the Specified Cash Amount, if applicable, as described in the immediately succeeding paragraph) no later than the 25th Scheduled Trading Day prior to the Maturity Date (in respect of Notes converted during the period on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date) and no later than two Trading Days following the applicable Conversion Date (in all other cases), as the case may be. Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.09 and Section 10.1010.02(c), if the Company does not give notice within the time periods described in the immediately preceding sentence as to how it intends to settle any Conversion Obligation, the Company will deliver shall satisfy the Conversion Consideration Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares). If the Company chooses to satisfy any portion of the Conversion Obligation in Cash (except for any Cash in lieu of fractional shares), or if the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company shall notify holders during the periods set forth in the immediately preceding paragraph of the amount to be satisfied in Cash as a fixed dollar amount per $1,000 principal amount of Notes (the “Specified Cash Amount”); provided that if the Company has previously irrevocably elected Net Share Settlement as described in Section 10.02(c), the Specified Cash Amount must be at least equal to $1,000. If, subsequent to the Company electing Net Share Settlement, the Company fails to timely notify converting Noteholders of the Specified Cash Amount, the Specified Cash Amount shall be deemed to be $1,000. The Company shall treat all Holders with the same Cash Settlement Averaging Period in the same manner. The Company shall not, however, have any obligation to settle any Conversion Obligations arising with respect to different Cash Settlement Averaging Periods in the same manner. If the Company elects to settle any conversion of Notes by delivering solely shares of Common Stock, such settlement shall occur as soon as practicable after the Company notifies Holders that is has chosen such method of settlement, but in any event within three Business Days of the relevant Conversion Date. Any settlement of a Conversion Obligation made entirely or partially in Cash (other than Cash in lieu of fractional shares) shall occur on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last final Trading Day of the Cash Settlement Averaging Period. The amount of Cash and/or number of shares of Common Stock, as the case may be, due upon conversion of Notes shall be determined as follows: (1) If the Company elects to satisfy the entire Conversion Obligation by delivering Common Stock, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Observation PeriodConversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (2) If the Company elects to satisfy the entire Conversion Obligation by paying Cash, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes so converted, Cash in an amount equal to the Conversion Value. (3) If the Company elects to satisfy the Conversion Obligation by delivering or paying, as the case may be, a combination of Cash and Common Stock, or if the Company has irrevocably elected Net Share Settlement pursuant to Section 10.02(c), the Company shall deliver to the converting holder, for each $1,000 principal amount of Notes so converted (x) Cash in an amount equal to the lesser of (A) the Specified Cash Amount (which shall be at least $1,000 if the Company has made an irrevocable Net Share Settlement Election) and (B) the Conversion Value; and (y) if the Conversion Value is greater than the Specified Cash Amount, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty Trading Days in the Cash Settlement Averaging Period (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (c) At any time on or prior to the 25th Scheduled Trading Day prior to the Maturity Date, the Company may irrevocably elect to satisfy the Conversion Obligation with respect to any Notes converted after the date of such election by delivering Cash up to the aggregate principal amount of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation. Such election (a “Net Share Settlement” election) shall be in the Company’s sole discretion and shall not require the consent of Noteholders. Upon making a Net Share Settlement election, the Company shall promptly (i) issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (ii) provide written notice to Noteholders by mailing such notice to Noteholders at their address in the Register (in the case of any other Settlement Methoda Certificated Note), or through the facilities of the Depositary (in the case of a Global Note). (cd) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion ObligationObligation pursuant to clause (1) of Section 10.02(b), other than solely Cash in lieu of any fractional sharesshares delivered pursuant to Section 10.03) or (ii) the Close of Business on the last Trading Day of the Observation Cash Settlement Averaging Period (if the Company delivers Cash cash in respect of any portion of the Conversion ObligationObligation pursuant to clause (2) or clause (3) of Section 10.02(b), other than solely Cash in lieu of any fractional sharesshares delivered pursuant to Section 10.03, or if the Company has made a irrevocably elected Net Share Settlement ElectionSettlement). (de) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder Noteholder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest)interest. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, Cash and/or shares of Common Stock or a combination thereofStock, if any, received by the Holder Noteholder upon conversion. Delivery to the Holder Noteholder of such Cash and and/or shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion DateNote. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d10.02(e), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes notes converted after the Regular Record Date immediately preceding November 15, 2018, the Maturity Date or (43) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (g) If a Holder Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash, if any, including Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (h) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 (in the case of a Certificated Note) or the second sentence of this Section 10.02 (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0313.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or consideration due in respect of conversion on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election)Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, Cash and shares of Common Stock or a combination thereofStock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock Stock, if any, shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November February 15, 20182020 or February 15, 2023, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures applicable procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements requirement set forth in the first sentence of this Section 10.02 10.02(a) (in the case of a Certificated Note) or the second sentence of this Section 10.02 10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0312.03, of the occurrence of such Conversion Date. (b) Subject The Company may satisfy the Conversion Obligation by delivering shares of Common Stock, Cash, or a combination thereof as set forth in this Section 10.02(b). The Company shall inform Noteholders through the Trustee of the method the Company chooses to satisfy the Conversion Obligation (and the Specified Cash Amount, if applicable, as described in the immediately succeeding paragraph) no later than the Maturity Date (in respect of Notes converted during the period beginning 20 Business Days immediately preceding the Maturity Date) and no later than two Trading Days following the applicable Conversion Date (in all other cases), as the case may be. Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.09 and Section 10.1010.02(c), if the Company does not give notice within the time periods described in the immediately preceding sentence as to how it intends to settle any Conversion Obligation, the Company will deliver shall satisfy the Conversion Consideration Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares). If the Company chooses to satisfy any portion of the Conversion Obligation in Cash (except for any Cash in lieu of fractional shares), or if the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company shall notify holders during the periods set forth in the immediately preceding paragraph of the amount to be satisfied in Cash as a fixed dollar amount per $1,000 principal amount of Notes (the “Specified Cash Amount”); provided that if the Company has previously irrevocably elected Net Share Settlement as described in Section 10.02(c), the Specified Cash Amount must be at least equal to $1,000. If, subsequent to the Company electing Net Share Settlement, the Company fails to timely notify converting Noteholders of the Specified Cash Amount, the Specified Cash Amount shall be deemed to be $1,000. The Company shall treat all Holders with the same Cash Settlement Averaging Period in the same manner. The Company shall not, however, have any obligation to settle any Conversion Obligations arising with respect to different Cash Settlement Averaging Periods in the same manner. If the Company elects to settle any conversion of Notes by delivering solely shares of Common Stock, such settlement shall occur as soon as practicable after the Company notifies Holders that is has chosen such method of settlement, but in any event within three Business Days of the relevant Conversion Date. Any settlement of a Conversion Obligation made entirely or partially in Cash (other than Cash in lieu of fractional shares) shall occur on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last final Trading Day of the Cash Settlement Averaging Period. The amount of Cash and/or number of shares of Common Stock, as the case may be, due upon conversion of Notes shall be determined as follows: (1) If the Company elects to satisfy the entire Conversion Obligation by delivering Common Stock, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Observation PeriodConversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (2) If the Company elects to satisfy the entire Conversion Obligation by paying Cash, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes so converted, Cash in an amount equal to the Conversion Value. (3) If the Company elects to satisfy the Conversion Obligation by delivering or paying, as the case may be, a combination of Cash and Common Stock, or if the Company has irrevocably elected Net Share Settlement pursuant to Section 10.02(c), the Company shall deliver to the converting holder, for each $1,000 principal amount of Notes so converted (x) Cash in an amount equal to the lesser of (A) the Specified Cash Amount and (B) the Conversion Value; and (y) if the Conversion Value is greater than the Specified Cash Amount, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty Trading Days in the Cash Settlement Averaging Period (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (c) At any time on or prior to the Maturity Date, the Company may irrevocably elect to satisfy the Conversion Obligation with respect to any Notes converted after the date of such election by delivering Cash up to the aggregate principal amount of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation. Such election (a “Net Share Settlement” election) shall be in the Company’s sole discretion and shall not require the consent of Noteholders. Upon making a Net Share Settlement election, the Company shall promptly (i) issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (ii) provide written notice to Noteholders by mailing such notice to Noteholders at their address in the Register (in the case of any other Settlement Methoda Certificated Note), or through the facilities of the Depositary (in the case of a Global Note). (cd) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion ObligationObligation pursuant to clause (1) of Section 10.02(b), other than solely Cash in lieu of any fractional sharesshares delivered pursuant to Section 10.03) or (ii) the Close of Business on the last Trading Day of the Observation Cash Settlement Averaging Period (if the Company delivers Cash cash in respect of any portion of the Conversion ObligationObligation pursuant to clause (2) or clause (3) of Section 10.02(b), other than solely Cash in lieu of any fractional sharesshares delivered pursuant to Section 10.03, or if the Company has made a irrevocably elected Net Share Settlement ElectionSettlement). (de) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder Noteholder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest)interest. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, Cash and/or shares of Common Stock or a combination thereofStock, if any, received by the Holder Noteholder upon conversion. Delivery to the Holder Noteholder of such Cash and and/or shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion DateNote. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d10.02(e), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Change in Control Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes notes converted after the Regular Record Date immediately preceding November 15, 2018, the Maturity Date or (43) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (g) If a Holder Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash, if any, including Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (h) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 (in the case of a Certificated Note) or the second sentence of this Section 10.02 (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0313.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election). (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or a combination thereof, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided that no such payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest (including any Additional Interest) payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15May 1, 2018, 2021 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (gf) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total Principal Amount at Maturity principal amount of the Notes converted. (hg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity principal amount to the unconverted portion of the Note surrendered.